CT

Connecticut Blue Sky Laws

Connecticut regulates securities under the Connecticut Uniform Securities Act, enforced by the Securities and Business Investments Division of the Department of Banking. Connecticut adopted the Uniform Securities Act and requires registration or exemption for securities offered or sold to Connecticut residents.

Request Engagement Assessment Regulatory Overview
Selective M&A Practice
Coordinates With Securities Counsel
Senior Counsel on Every Deal
Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

Request Engagement Assessment

Connecticut Securities Regulatory Overview

Regulatory Body
Connecticut Department of Banking, Securities and Business Investments Division
Primary Statute
Connecticut Uniform Securities Act (Conn. Gen. Stat. 36b-2 et seq.)

Registration Requirements

Connecticut requires registration by coordination, qualification, or notice filing for federal covered securities. Reg D Rule 506 offerings require Form D notice filing with the Department of Banking. Filing fee is $150, due within 15 days of first sale.

Key Provisions of Connecticut Securities Law

Understanding the core regulatory framework in Connecticut:

1

Securities must be registered by coordination, qualification, or notice filing before offer or sale

2

The Banking Commissioner has authority to investigate, subpoena records, and issue cease-and-desist orders

3

Anti-fraud provisions apply to all securities transactions regardless of whether the security is registered or exempt

4

Connecticut requires registration of broker-dealers, agents, and investment advisers

Available Exemptions in Connecticut

Connecticut provides the following exemptions from full securities registration:

  • Federal covered securities (Reg D Rule 506, Reg A+ Tier 2, exchange-listed) with notice filing
  • Isolated nonissuer transactions
  • Sales to no more than 10 persons in Connecticut during any 12-month period
  • Sales to institutional buyers (banks, insurance companies, investment companies)
  • Government securities and municipal bonds

Penalties for Non-Compliance in Connecticut

Connecticut imposes civil penalties up to $10,000 per violation, criminal penalties including fines up to $20,000 and imprisonment up to 20 years for fraud, investor rescission rights, and administrative sanctions. The Banking Commissioner can revoke registrations and issue cease-and-desist orders.

How Connecticut Blue Sky Laws Affect Your Transaction

Connecticut's concentration of financial services companies and hedge funds means M&A transactions frequently involve Connecticut-resident investors and shareholders. Compliance with Connecticut blue sky laws is essential when issuing stock as acquisition consideration to Connecticut-based parties. Acquisition Stars works with securities counsel on Connecticut notice filings as part of multi-state deal compliance.

Need Help With a Connecticut Securities Transaction?

Acquisition Stars handles M&A transactions nationwide and works with securities counsel on blue sky compliance and securities offerings. Senior attorney Alex Lubyansky provides direct counsel on every M&A engagement. We tell you who would handle your matter before any introduction, and you decide whether to proceed.

Request Engagement Assessment Call (248) 266-2790

Need Help With a Connecticut Securities Transaction?

Submit your transaction details for a preliminary assessment. We help with the M&A side of the transaction and work with securities counsel on multi-state filings for Reg D, Reg A+, and Reg CF offerings involving Connecticut.

Your information is kept strictly confidential and will never be shared. Privacy Policy

Frequently Asked Questions

Common questions about Connecticut blue sky laws and securities compliance

What is Connecticut's Reg D notice filing fee?
Connecticut charges $150 for Reg D Rule 506 notice filings with the Department of Banking, due within 15 days of first sale.
Who enforces Connecticut securities laws?
The Securities and Business Investments Division of the Connecticut Department of Banking enforces the Connecticut Uniform Securities Act.
Does Connecticut have its own private placement exemption?
Yes. Connecticut provides a limited offering exemption for sales to no more than 10 persons during any 12-month period, in addition to recognizing federal covered securities exemptions.

Blue Sky Laws in Nearby States

New York Blue Sky Laws NY
Massachusetts Blue Sky Laws MA
New Jersey Blue Sky Laws NJ
Rhode Island Blue Sky Laws RI
View all 50 state blue sky law guides →

Related M&A Resources

Buying a Business Industry-specific buyer guides Selling a Business Industry-specific seller guides M&A Comparisons Deal structure decision guides M&A Legal Services Full transaction counsel

Need Help With Securities Compliance in Connecticut?

Our managing partner provides selective M&A counsel and works with securities counsel on transactions involving Connecticut blue sky law compliance. Submit your transaction details for a preliminary assessment.

Request Engagement Assessment

Selective M&A practice - Nationwide reach - Senior counsel on every deal