DOB: Rule 506 (Regulation D) Filing Instructions in Connecticut

RULE 506 NOTICE FILINGS

Frequently Asked Questions (FAQs)

Instructions

The National Securities Markets Improvement Act of 1996 ("NSMIA") preempted state review of offerings made under Rule 506 of Regulation D, but did not impact state antifraud or licensing authority.  Under Section 36b-21(e) of the Connecticut Uniform Securities Act, Rule 506 issuers must make a notice filing within 15 days after the first sale in this state.

Caution

To date, Connecticut, alone or in connection with other states, has not developed an electronic filing system for state private placement filings.  Just because you have made your federal filing with the SEC electronically through EDGAR does not mean you have fulfilled state filing requirements.  You must still make a paper filing with Connecticut.

What to File 

1.  Nonrefundable $150 fee payable to "Treasurer, State of Connecticut"
2. Form D (in paper form).  Note:  Only one Form D must be filed.
3. To the extent that Form D does not capture information on the individual or broker-dealer effecting sales in or from Connecticut, a completed Sales Agent/Broker-dealer Questionnaire or cover letter containing the same information (see chart below)

Impact of SEC Release No. 33-8891

On February 6, 2008, the Securities and Exchange Commission issued Securities Act Release No. 33-8891.  The Release requires that, for federal purposes, Form D be filed electronically through EDGAR effective March 15, 2009.  A new version of Form D was created for this purpose.  EDGAR is an online database accessible to anyone having a computer with Internet access.

The changes affect filings made under Rules 504, 505 and 506 of Regulation D as well as those under Section 4(6) of the Securities Act of 1933.

Connecticut Requirements
Filing Details
   
TimingWithin 15 days after first sale in state
 
 
$150 Fee Payable to "Treasurer, State of Connecticut"Remit to Division 
 
Consent to Service of ProcessNo separate filing since included on Form D
 
Form DFile Form D with Division in paper form
 
Form D Appendix (on prior versions of Form D)*Not required
 
Signed Form DTyped signature accepted**
 
Sales Agent/Broker-
Dealer Questionnaire or Equivalent
No separate form if covered by Form D
 
Form D AmendmentsNot required (viewable online)

*In appropriate instances, the Commissioner reserves the right to request sales reports (see Release No. 33-8891, n. 87; C.G.S. Section 36b-21(e)).

**SEC authentication procedure relied upon for E-filers


Forms

  (Forms are in PDF format unless indicated otherwise.  PDF handling help .)

Form D
(11 pages; file size 1.58 MB)

Sales Agent/Broker-dealer Licensing Questionnaire
(1 page, file size 56 KB)

SEC Forms (external link)


Resources

Connecticut Uniform Securities Act (updated to October 1, 2013)
(Word document; 49 pages; file size 427 KB)

Regulations Under the Connecticut Uniform Securities Act

Securities Lawyer's Deskbook (Univ. of Cincinnati College of Law)

EDGAR (external link)

Small Business: A Guide to Raising Capital ( educational publication)


Contact

For more information or assistance, contact us at:

Connecticut Department of Banking
Securities and Business Investments Division
Attention:  Olympia Thompson, License and Applications Analyst
260 Constitution Plaza
Hartford, CT 06103-1800

Telephone: (860) 240-8230 or Toll-free 1-800-831-7225
Fax:  (860) 240-8295
E-mail:  olympia.thompson@ct.gov or naomi.church@ct.gov

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Securities Registration, Exemptions and Notice Filings

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