VA

Virginia Blue Sky Laws

Virginia regulates securities under the Virginia Securities Act, enforced by the Division of Securities and Retail Franchising within the State Corporation Commission (SCC). Virginia's large government contracting, technology, and defense sectors make blue sky compliance critical for M&A transactions in the state.

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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.

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Virginia Securities Regulatory Overview

Regulatory Body
Virginia State Corporation Commission, Division of Securities and Retail Franchising
Primary Statute
Virginia Securities Act (Va. Code 13.1-501 et seq.)

Registration Requirements

Virginia allows registration by coordination, qualification, or notice filing. Reg D Rule 506 offerings require Form D notice filing with the SCC Division of Securities. Filing fee is $250, due within 15 days of first sale.

Key Provisions of Virginia Securities Law

Understanding the core regulatory framework in Virginia:

1

Securities must be registered before offer or sale unless exempt under the Virginia Securities Act

2

The State Corporation Commission has authority to investigate and bring enforcement actions

3

Anti-fraud provisions apply to all securities transactions in Virginia

4

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

5

The SCC maintains an active enforcement division

Available Exemptions in Virginia

Virginia 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 not more than 15 persons in Virginia during any 12-month period
  • Sales to institutional investors (banks, insurance companies, pension funds)
  • Government securities

Penalties for Non-Compliance in Virginia

Virginia imposes civil penalties up to $10,000 per violation, criminal penalties including felony charges for willful violations, investor rescission rights, and administrative sanctions. The SCC can issue cease-and-desist orders and revoke registrations.

How Virginia Blue Sky Laws Affect Your Transaction

Virginia's Northern Virginia tech corridor and defense contracting base generate substantial M&A activity. Transactions involving Virginia-based shareholders require compliance when stock is part of the consideration. Acquisition Stars works with securities counsel on Virginia SCC filings for multi-state transactions.

Need Help With a Virginia 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.

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Need Help With a Virginia 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 Virginia.

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Frequently Asked Questions

Common questions about Virginia blue sky laws and securities compliance

What is Virginia's Reg D filing fee?
Virginia charges $250 for Reg D Rule 506 notice filings with the SCC Division of Securities.
Who enforces Virginia securities laws?
The Division of Securities and Retail Franchising within the Virginia State Corporation Commission enforces Virginia's blue sky laws.
Does Virginia conduct merit review?
Virginia does not apply merit review to Reg D Rule 506 offerings. Only notice filing is required for federal covered securities.

Blue Sky Laws in Nearby States

Maryland Blue Sky Laws MD
North Carolina Blue Sky Laws NC
West Virginia Blue Sky Laws WV
Pennsylvania Blue Sky Laws PA
View all 50 state blue sky law guides →

Related M&A Resources

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Need Help With Securities Compliance in Virginia?

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

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