ATTENTION: Beginning January 1, 2019, all Form D Rule 506 filings will be required to be filed through the Electronic
Filing Depository System at:
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 --
Currently the only commission rule or regulation issued under section 4(2) is Regulation D, Rule 506. For further information, on Regulation D offerings, please see below.
Table of Contents (click topics to expand)
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 to the Division, no later than 15 days after the first sale of the rule 506 offering in this state, the following:
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".
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).