Regulation A - Tier 2

Notice Filing Requirement

Issuers conducting securities offerings under Tier II of SEC Regulation A [17 CFR Parts 200, 230, 232, 239, 240, 249, and 260] are required to make a notice filing in Utah pursuant to rule R164-15-3 of the Utah Administrative Code.


Timely Filing

To make a timely notice filing for a Tier II, Regulation A offering, the issuer must submit to the Division, no later than 15 days after the first sale of the offering in this state as follows:

  1. Corporate Finance Filing Portal
    a. A manually signed notice on Uniform Notice of Regulation A – Tier 2 Offering  and
    b. Cover Letter on letterhead to include statement disclosing the first date of sale to a Utah resident.
  2. ACH payment directly to the Division:
    a. Provide ACH/Wire payment information within the filing portal.
    b. Timely filing fee - $100

Late Filing

Total $500 - If the notice filing is made more than 15 days after the first sale in this state, the late filing fee is $500.00.

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.


All persons that sell securities in Utah under Federal Regulation A Tier II 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 Regulation A Tier II is not required to license as an agent in Utah. See Utah Code Ann. §61-1-13(1)(b)(ii) .


There are no provisions for renewals.


Amendments should be submitted through the filing portal.

The Division requires amendments when there are changes to any of the following Sections:
Section 1 - Issuer's Identity
Section 2 - Principal Place of Business
Section 3 - Contact Person
Section 6 - Related Persons
Section 7- Sales Compensation


Form Reg A - Tier 2 Uniform Notice of Regulation A - Tier 2 Offering