Sprowtt — Growing Business in America

State Offering Resources

State offering resources — educational, not legal advice

How state rules can bear on a private or intrastate offering, and where to find the regulator's own material. Your counsel decides what applies to you.

Rule 506 and the states

Securities sold under Rule 506 are covered securities, so states generally cannot impose their own registration. What they can still require is a notice filing and a fee, usually a copy of the federal Form D, and they retain their antifraud authority in full.

Most states take that notice through NASAA's electronic filing system. Which states, when, and at what fee depends on where your purchasers are — which is a question about your investor list, so it is answered late in the process and often more than once.

Regulation A

A Tier 2 Regulation A offering preempts state registration for qualified purchasers, but states may still require notice filings. A Tier 1 offering does not get that preemption and is reviewed by the states where you offer — which is where the coordinated review process and the blue-sky budget come in.

Rule 147A and intrastate offerings

Rule 147A is a federal safe harbour for an intrastate offering. It permits offers to be seen outside the state, and it permits sales only to residents of the issuer's own state. It does not itself register anything: the offering relies on the state's own exemption, and in Florida that is where section 517.0611 comes in, with the issuer's own notice to the OFR.

Section 517.0612, Invest Local, is different again: it requires a registered intermediary. That is StateCF, not this software.

What the workspace does about it

  • Keeps a filings tracker: what is drafted, what is filed, the file number and the date
  • Prepares the packet — Form D, Form 1-A, the state notice — from what is already in the workspace
  • Records which residency method the issuer relied on, per investor, for a Rule 147A room
  • Shows where investors are, so counsel can see which states are in play before the list gets long
We prepare; counsel files. Completing a checklist here files nothing, and nothing on this page is legal advice. Confirm the current position with your own counsel and with the regulator.