Crowdfunding

Notice Filing Requirements

Issuers conducting securities offerings under federal Regulation Crowdfunding [17 CFR Sec. 227 and Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933] are required to make a notice filing in Utah pursuant to R164-15-4 of the Utah Administrative Code.

Timely Filing Requirements

If the issuer has its principal place of business in Utah, a timely notice filing is made no later than 15 days after the issuer makes its initial Form C filing with the Securities and Exchange Commission. If the issuer does not have its principal place of business in this state, but residents of this state have purchased fifty percent (50%) or greater of the aggregate amount of the offering, a timely notice filing is made when the issuer becomes aware that such purchases have met this threshold and in no event no later than 15 days from the date of the completion of the offering.

All issuers making a timely notice filing or late filing must submit as follows::

  1. Email to nnadams@utah.gov  as PDF attachment
    a. A manually signed notice on Form U-CF-Uniform Notice of Federal Crowdfunding Offering, and
    b. Cover letter on letterhead with statement disclosure
  2. ACH payment directly to the Division
    a. $100 filing fee
    b. Email nnadams@utah.gov  for Wire/ACH information

Late Filing Fee

Total $500 - If the Issuer has its principal place of business in Utah, a late notice filing is made more than 15 days after the issuer makes its initial Form C filing with the Securities and Exchange Commission. If the issuer does not have its principal place of business in this state, but residents of this state have purchased fifty percent (50%) or greater of the aggregate amount of the offering, a late notice filing is made more than 15 days after the date of the completion of the offering.

PLEASE NOTE: Pursuant to Utah Code Ann. Subsection 61-1-25(1), a document is deemed “filed” only when it is received by the Division.

Licensing and Renewals

Licensing

All persons that sell securities in Utah under Federal Crowdfunding provisions must license as a broker-dealer or agent. However, an individual, 1) who represents an issuer, 2) who receives no commission or other remuneration, directly or indirectly, for effecting or attempting to effect purchases or sales of securities in this state, and 3) who effects transactions in an offering in material compliance with all relevant provision of Federal Crowdfunding, is not required to license as an agent in Utah. See Utah Code Ann. §61-1-13(1)(b)(ii) .

Renewals

There are no provisions for renewals.

Forms