Blue Sky Regulations & Compliance

State Blue Sky Requirements for Regulation D Rule 506:

With the exception of Florida and New York all states require a state filing for Regulation D offerings within 15 days of receipt of funds for a security sale or in other words within 15 days after you receive money from an investor in that state. State filing fees vary from $50 to $1950 but most states average around $300. A copy of a filed SEC Form D must accompany ALL state filings, therefore, before any state filings can occur you must already have a filed Form D on EDGAR. If you haven't already filed your form D you can learn more on our website by clicking the Reg D Filing link. 

New York requires you to file in advance of any offer or sale within New York state so if you plan to offer your Reg D securities in New York you will need to file prior to doing so. Florida has no filing requirement or fees for a Regulation D Rule 506 offering.

PPM Fast Blue Sky Filing Service for Rule 506 Only

PPM Fast now provides a Blue Sky filing service for your Regulation D Rule 506 offering state filings (Florida requires no fee or filing). Since December 2014 most states (including Puerto Rico and the US Virgin Islands) now use the NASAA Electronic Filing Depository (EFD) to file and pay state filing fees. Currently Arizona, Connecticut, Florida, Maine and New York are not on the EFD system and must be filed manually. PPM Fast offers an affordable filing service and can help you with both type filings.

Considerations for Filing on Your Own

If you plan to file a Rule 506 on your own or if you are using Rule 504, you will need to determine the appropriate Regulatory Authority and each state's filing requirements. To learn about state securities regulations click on the NASAA link at the bottom of this page.

*Our PPM Templates come standard with a U-1, U-2 and New York Form 99, which in most cases are sufficient for filing, but please double check your State as these laws can change quickly and without notice.

Jurisdictional Legends

In addition to the filing requirements a Private Placement Memorandum (PPM) must contain specific Blue Sky or NASAA Jurisdictional Legends. Our PPM's come standard with all 50 NASAA Legends plus the District of Columbia. If you plan to sell your securities outside the United States you need to add a general Foreign Legend as well.


Research State Securities Laws using the NASAA Website: