At the federal level, sales of securities are subject to the Securities Act of 1933 (“Securities Act”) and the SEC rules enacted thereunder. Sales of securities are also regulated at the individual state level under state securities laws, often called “Blue Sky” laws. Each state’s respective Blue Sky laws apply to offers and sales of securities within the state.
Although states are prohibited from requiring the registration of securities exempt from registration under the Securities Act, states may require issuers of securities to make notice filings concerning the securities they sell. These required notice filings, often called “Blue Sky Notice Filings,” inform each state’s securities division of the type of business being conducted (directly or indirectly) within the state. Hedge funds must make a Blue Sky Notice Filing in each state in which one of its investors resides. In most cases, Blue Sky Notice Filings must be made with respect to a fund within fifteen days of the date of first sale within each state. New York, a notable exception, requires that a Blue Sky “pre-filing” be made before any securities are sold within the state.
Before making a Blue Sky Notice Filing on your behalf, most hedge fund attorneys will require that you provide them with the following: 1) each investor’s name; 2) each investor’s state of residence; 3) the amount of each investor’s investment(s); and 4) the date of first sale within each state.
Blue Sky Notice Filings can be an extensive and complicated process, especially since each state imposes its own requirements and fees. For reference, below are the respective Blue Sky Notice Filing fees and form requirements for each state as of the date of this post:
Alabama
Filing Fee: $300
Required Form(s): Manual Form D
Alaska
Filing Fee: $600-$1,100
Required Form(s): Electronic Form D
Arizona
Filing Fee: $250
Required Form(s): Electronic Form D
California
Filing Fee: $300
Required Form(s): Electronic Form D, Form U-2
Colorado
Filing Fee: $75
Required Form(s): Electronic Form D with original signature
Connecticut
Filing Fee: $150
Required Form(s): Electronic or Manual Form D
Delaware
Filing Fee: None
Required Form(s): Electronic Form D, Form U-2
Florida
*No Blue Sky Notice Filing Required*
Georgia
Filing Fee: $250
Required Form(s): Electronic Form D, Form U-2
Hawaii
Filing Fee: $100
Required Form(s): Electronic or Manual Form D, Form U-2
Idaho
Filing Fee: $50
Required Form(s): Electronic Form D, Form U-2
Illinois
Filing Fee: $100
Required Form(s): Electronic Form D
Indiana
Filing Fee: None
Required Form(s): Manual Form D
Iowa
Filing Fee: $100
Required Form(s): Electronic Form D, Form U-2
Kansas
Filing Fee: $250
Required Form(s): Electronic or Manual Form D
Kentucky
Filing Fee: $250
Required Form(s): Electronic Form D, Form U-2
Louisiana
Filing Fee: $300
Required Form(s): Electronic Form D, Form U-2
Maine
Filing Fee: $300
Required Form(s): Electronic Form D, Form U-2
Maryland
Filing Fee: $100
Required Form(s): Electronic Form D, Form U-2
Michigan
Filing Fee: $100
Required Form(s): Electronic Form D
Minnesota
Filing Fee: $100 +
Required Form(s): Electronic Form D, Form U-2
Mississippi
Filing Fee: $300
Required Form(s): Electronic or Manual Form D, Form U-2
Missouri
Filing Fee: $100
Required Form(s): Electronic Form D
Montana
Filing Fee: $200 +
Required Form(s): Electronic Form D, Form U-2
Nebraska
Filing Fee: $200
Required Form(s): Electronic Form D
Nevada
Filing Fee: $500
Required Form(s): Electronic or Manual Form D
New Hampshire
Filing Fee: $500
Required Form(s): Form
New Mexico
Filing Fee: $350
Required Form(s): Electronic Form D with authentication email, Form U-2
New York
Filing Fee: $1,200 (NYS Dept. of Law), $35 & $150 (Department of State)
Note: Must be paid with 3 separate checks
Required Form(s): Electronic Form D, Form U-2 (one original, one copy)
North Carolina
Filing Fee: $350
Required Form(s): Electronic Form D
North Dakota
Filing Fee: $100
Required Form(s): Electronic Form D
Ohio
Filing Fee: $100
Required Form(s): Electronic Form D, Form U-2
Oklahoma
Filing Fee: $250
Required Form(s): Electronic Form D, Form U-2
Oregon
Filing Fee: $250
Required Form(s): Electronic Form D
Rhode Island
Filing Fee: $300
Required Form(s): Electronic Form D, Form U-2
South Carolina
Filing Fee: $300
Required Form(s): Electronic Form D
South Dakota
Filing Fee: $250
Required Form(s): Electronic Form D
Tennessee
Filing Fee: $500
Required Form(s): Electronic Form D
Texas
Filing Fee: up to $500
Required Form(s): Electronic Form D
Utah
Filing Fee: $100
Required Form(s): Electronic or Manual Form D with original signature
Vermont
Filing Fee: $600
Required Form(s): Electronic Form D, Form U-2
Virginia
Filing Fee: $250
Required Form(s): Electronic or Manual Form D
Washington
Filing Fee: $300
Required Form(s): Electronic Form D
West Virginia
Filing Fee: $125
Required Form(s): Electronic Form D, Form U-2
Wisconsin
Filing Fee: $200
Required Form(s): Electronic Form D
Wyoming
Filing Fee: $200
Required Form(s): Electronic Form D with original signature underneath electronic signature
Please contact us if you would like assistance with your fund’s Blue Sky Notice Filings or have any questions regarding the process in general.
