Rule 506 Offerings
As provided by Section 18(b)(4)(D) of the 1933 Act:
"A security is a covered security with respect to a transaction that is exempt from registration under this title pursuant to --
Commission rules or regulations issued under section 4(2), except that this subparagraph does not prohibit a State from imposing notice filing requirements that are substantially similar to those required by rule or regulation under section 4(2) that are in effect on September 1, 1996."
Currently the only commission rule or regulation issued under section 4(2) is Regulation D, Rule 506. The U.S. Securities and Exchange Commission has information to assist with filing and amending a Form D Notice electronically .
For further information, on Regulation D offerings, please see below.
Notice Filing Requirement
Rule 506 offerings under section 18(b)(4)(D) are required to make a notice filing in Utah pursuant to rule R164-15-2 of the Utah Administrative Code.
To make a timely notice filing for a Rule 506 offering, the issuer must submit through the Form D portal of the EFDNASAA.org System, no later than 15 days after the first sale of the rule 506 offering in this state, the following:
- An electronically signed notice on SEC Form D ; and
- $100 filing fee as assessed by the EFD System; and *if Edgar Aggregate Amount is $500,000 or less, no fee will be assessed
- All required information by the EFD System
If the notice filing is made more than 15 days after the first sale in this state, the late filing fee is $500 total which will be assessed by the EFD System.
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.
For purposes of this rule, "SEC Form D" means the document, as adopted by the United States Securities and Exchange Commission and in effect on September 1, 1996, as may be amended by the SEC from time to time, entitled "Form D; Notice of Sale of Securities pursuant to Regulation D, Section 4(6), and/or Uniform Limited Offering Exemption".
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) .
EFD FILER INFORMATION SECTION: This section is in the EFD System and requires name, company, phone, and mailing address. This section is to be filled out with the individual filer's name, company and direct phone number, and mailing address information so this individual may be contacted if there are issues with the filing.
COMPLETE FORM D RULE 506: The Division requires a correct and complete Form D to include but not limited to the following and also confirms Broker/Dealers and/or Finder's are properly licensed in Utah:
Section 3-Related Persons-Required individual name(s) as specified. Entities may also be listed in this Section, yet not to the exclusion of individual name(s). See also Section 16 which specifies individual name(s) are required in Section 3.
Section 12-Sales Compensation-Section for Broker/Dealer and CRD # and/or Finder's licensed to sell offering in states marked. If all States or Utah is marked under this Section, the Broker/Dealer(s) and/or Finder(s) listed must be Utah licensed. If no Broker/Dealer or Finder is being paid sales compensation, this Section should be left blank.
Section 15-Sales Commission and Finder's Fees-If Broker/Dealer and CRD# is specified in Section 12, Sales Commission should be specified here. If Finder's Fee is specified in this Section for Utah, the Finder must be Utah licensed.
AMENDMENTS: The Division requires an amended Form D Rule 506 when any of the following sections are changed:
Section 1 - Issuer Name
Section 2 - Place of Business
Section 3 - Related Persons
Section 12 - Sales Compensation
Section 15 - Sales Commission and Finder's Fees
Amendments are filed through the EFD system as 'non-annual amendment'. There are no provisions for annual amendments in Utah.
RENEWALS: There are no provisions for renewal filings.
TERMINATION: The Division requires notice of termination through the EFD System.