Regulation D Blue Sky Filing: State-by-State Notice Filing Requirements

Blue sky fees and deadlines: the federal rule and three state examples

Notice fees and due dates come from state law, and they differ from state to state. No single amount applies to every offering. The federal rules below set the frame, and the three state examples show how much the text can differ.

What federal law sets

An issuer that offers or sells securities in reliance on 17 CFR 230.504 or 230.506 must file a notice of sales on Form D with the SEC no later than 15 calendar days after the first sale of securities in the offering, or on the first business day following if that period ends on a Saturday, Sunday or holiday (17 CFR 230.503(a)(1)).

15 U.S.C. 77r does not prohibit a state securities commission from requiring the filing of any document filed with the SEC pursuant to the same subchapter, solely for notice purposes and the assessment of any fee, together with a consent to service of process and any required fee (15 U.S.C. 77r(c)(2)(A)). 15 U.S.C. 77r also does not prohibit a state securities commission from suspending the offer or sale of securities within the state as a result of the failure to submit any filing or fee required under law and permitted under that section (15 U.S.C. 77r(c)(3)).

Arizona

The Arizona statute prints the notice, the due date and the initial fee. Issuers of securities described as covered securities in section 18(b)(4)(D) of the Securities Act of 1933 must file one copy of a notice on Form D with the commission not later than fifteen calendar days after the first sale of securities in or from the state (A.R.S. 44-1843.02(C)). A.R.S. 44-1843.02(C) also requires the issuer to pay the initial filing fee that section 44-1861, subsection E, prescribes. That subsection sets a filing fee of two hundred fifty dollars ($250) for the initial filing of a form required for safe harbor exemptions provided for in the Securities Act of 1933 (A.R.S. 44-1861(E)). The final filing of the form, if separate from the initial filing, carries a filing fee of one hundred dollars ($100) (A.R.S. 44-1861(E)). The notice provision above names only the initial fee. Confirm with the commission if a final submission applies to the offering. In that statute, the commission is the Arizona Corporation Commission.

Maryland

The Maryland statute prints the fee and a late fee. A person may not offer or sell a federal covered security in the state unless the documents required by section 11-503.1 are filed and the fees required by section 11-506 or section 11-510.1 are paid (Md. Code, Corporations and Associations 11-503.1(a)). A person required to submit a notice of the offer or sale of federal covered securities under section 11-503.1(c) pays a fee of $100 for each filing and an additional fee of $150 for each filing made after the filing due date (Md. Code, Corporations and Associations 11-506(b)(3)). For a federal covered security specified in section 18(b)(3) or (4) of the Securities Act of 1933, the Commissioner may require the issuer to file a consent to service of process signed by the issuer, the fee required under section 11-506, and any document filed with the Securities and Exchange Commission under that Act (Md. Code, Corporations and Associations 11-503.1(c)). Confirm the current due date with the Maryland regulator before the first sale in that state.

Minnesota

In Minnesota, the fee is in the statute and the content of the notice is in an administrative rule. There is a filing fee of $100 for every application for registration or notice filing, plus an additional fee of one-tenth of one percent of the maximum aggregate offering price at which the securities are to be offered in the state, and the maximum combined fees cannot exceed $300 (Minn. Stat. 80A.65, subd. 1(a)). For a federal covered security under section 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. 77r(b)(4)(D)), a notice filing must be filed with the administrator and must contain a copy of Form D, a report of the aggregate value of the securities in the offering already sold or offered to be sold to persons located in the state, a consent to service of process signed by the issuer not later than 15 days after the first sale of the federal covered security in Minnesota, and a filing fee determined under Minn. Stat. 80A.65, subd. 1(a) (Minn. R. 2876.3020, subpart 2). Confirm the due date with the Minnesota administrator before the first sale in that state.

The letter (D) in the Arizona and Minnesota texts

A security is a covered security with respect to a transaction that is exempt from registration pursuant to Commission rules or regulations issued under 15 U.S.C. 77d(2), a provision since redesignated 77d(a)(2) (15 U.S.C. 77r(b)(4)(F)). Subparagraph (F) also does not prohibit a state from imposing notice filing requirements that are substantially similar to those required by rule or regulation under 15 U.S.C. 77d(2) that are in effect on September 1, 1996 (15 U.S.C. 77r(b)(4)(F)). The former subparagraph (D) of 15 U.S.C. 77r(b)(4) was redesignated (E) in 2012, and the former subparagraph (E) was redesignated (F) in 2015. Public Law 112-106, section 201(a), provides that 17 CFR 230.506 continues to be treated as a regulation issued under section 4(2) of the Securities Act of 1933, now 15 U.S.C. 77d(a)(2). The Arizona and Minnesota texts still print the letter (D). Ask each regulator how it applies that reference to the current offering before the first sale.

For other states and other exemptions, use the blue sky laws by state guide. To plan the filings for one offering, build a state-by-state chart before the first sale. Statutes and rules change. These citations were checked against the linked sources on November 12, 2026.

Establish the first-sale date from the subscription documents

The SEC’s Form D instructions tie the first sale to the first investor becoming irrevocably contractually committed. Form D is due within 15 days after that event; a weekend or holiday due date moves to the next business day. The SEC charges no Form D filing fee.

Read the acceptance mechanics. A signature, acceptance by the issuer, release from escrow, and receipt of funds can occur on different dates. Keep the operative agreement and the acceptance record with the calendar entry. Do not choose the date that produces the most convenient deadline.

Track the first sale in each relevant state

For a state requirements chart, create a separate row for each jurisdiction connected to the offering. Record the authority checked, applicable trigger, deadline, fee, submission method, and ongoing requirements. Avoid assuming a uniform national deadline or a fixed number of filing states.

Illustrative workflow: the first investor joins at the initial closing, and an investor in another state joins at a later closing. Preserve the original federal first-sale date. Add the later investor’s state record and evaluate its notice deadline independently. An investor list is useful only if the responsible person learns about changes before the next submission is due.

Connect EDGAR to the state notice system

Obtain issuer and filer access before the offering’s first closing. The SEC uses EDGAR account roles and individual Login.gov credentials; identify the authorized administrator and the person responsible for submission. The SEC Form D guide explains access and amendments.

Where available for the jurisdiction and notice type, NASAA EFD provides a state submission workflow. Use the federal accession number and reconcile the notice against the approved Form D. Confirm the selected states, fee basis, and required attachments before submitting. Budget state fees and system charges separately; a payment confirmation belongs in the filing record.

Close the loop on receipts and amendments

Use distinct statuses such as awaiting information, prepared, submitted, payment confirmed, and follow-up required. Preserve regulator questions and responses alongside receipts. “Submitted” should never conceal a failed payment or an outstanding deficiency notice.

An annual Form D amendment is required for an ongoing offering; specified corrections and changes also trigger amendments, subject to the exceptions in the Form D instructions. State amendments and renewals have their own requirements. Reconcile the investor register and calendar after each closing, and again when the offering ends.

Resolve missing filings using the actual record

If a notice appears missing, gather the subscription acceptance, Form D, state receipt history, payment records, and any regulator correspondence. Determine whether the issue is a missed notice, a rejected submission, or a separate exemption problem. Counsel can then assess the relevant state’s correction process. Keep the original dates and an accurate history of the correction.

What to send for an assessment

Provide the proposed exemption, offering documents, investor-state list, first-sale status, existing accession numbers, and any deadline or regulator letter. Acquisition Stars can assess the M&A side of the transaction and connect you with securities counsel for the securities-law work. Alex Lubyansky leads the M&A engagement, with associate support.

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