Federal Requirements for Regulation D Filings
In 2008, the Securities and Exchange Commission (SEC) mandated the electronic filing of Form D. See Securities Act Release No. 33-8891 (Feb. 6, 2008), available from the SEC Published Report-Electronic Filing and Revision of Form D (in pdf format). The SEC also adopted revisions to Form D designed to simplify and restructure information requirements. The online filing system is accessible from any computer with Internet access. Beginning Electronic filing is mandatory for all Form D filings with the SEC.
In order to make an electronic filing on Form D with the SEC, an issuer will need to obtain an EDGAR access code. EDGAR access codes may be obtained by following the instructions on the SEC EDGAR Website. For additional information on how to file with the SEC, go to SEC Guidance on Form D Filing Process.
Nebraska Requirements for Regulation D Filings
An issuer who is offering or selling securities upon Regulation D, Rule 506 is required to make a notice filing with the Department. The issuer may file the document either in paper or electronically.
What to File
An issuer electing to make the notice filing in paper format must submit the following documents to the Department:
- An authenticated paper copy of the notice of sale on Form D that was filed electronically with the SEC. The form is available at SEC Form D
- Nebraska requires that you submit the state appendix pages.
State Appendix Pages - The filings must be accompanied by the requisite fee. The fee is $200
Form U-2, Uniform Consent to Service of Process, is not required because the Form D contains a consent to service of process for state administrators.
All documents should be submitted to the following address: Nebraska Department of Banking and Finance
Bureau of Securities
1526 K Street, Suite 300
Lincoln, NE 68508-2732
All filings shall be submitted with the appropriate filing fee
In order to make an electronic filing on Form D with the SEC, an issuer will need to obtain an EDGAR access code. EDGAR access codes may be obtained by following the instructions on the SEC EDGAR Website. For additional information on how to file with the SEC, go to SEC Guidance on Form D Filing Process.
Electronic Filing
An issuer wishing to make the notice filing electronically may do so using the North American Securities Administrators Association’s Electronic Filing Depository which can be found at www.nasaaefd.org. Filers submitting electronically must submit the following
- Form D
- Sales Report
- $200 filing fee which is collected by the system
Note: The EFD system charges a processing fee which is in addition to the filing fee paid to the Department. Please refer to the NASAA EFD website for further information concerning processing fees.
When to File
Regardless of whether the issuer elects to file in paper or electronically, the Form D must be filed no later than 15 calendar days after the first sale of securities in Nebraska. If the 15th day falls on a Saturday, Sunday or holiday the due date is the next business day.
Late Filings with Nebraska
Section 8-1108.02 of the Securities Act of Nebraska now allows for the ability of a filer to cure late notice by making a request for an Order Curing Late Notice. A request to cure late notice must be submitted to the Department in accordance with the requirements of 48 NAC 19.003 along with the payment of an additional $200 late filing fee made payable to the Nebraska Department of Banking and Finance. Such an Order is made at the discretion of the Director.
Filers submitting electronic filings through the North American Securities Administrators Association’s Electronic Filing Depository will be charged the late filing fee automatically at the time of filing. The written request to cure late notice may be submitted to the Department via email at DOB.SecuritiesFiling@nebraska.gov.
When to File an Amendment with Nebraska
An amendment Form D must be filed in certain circumstances. Chapter 20 outlines the situations that require an amended Form D to be filed. The requirements in Chapter 20 are identical to the requirements established by the SEC which can be found here.
Requests for additional information or questions regarding the new filing requirements for Regulation D may be directed to DOB.SecuritiesFiling@nebraska.gov or 402-471-2171.
