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Corporate Finance

DISB's Corporation Finance Division

In the area of securities offerings, the Corporation Finance Division of the Securities Bureau (CFD) reviews the required disclosures and other registration materials of securities offerings that are registered with the Bureau to ensure that they make the required disclosures of material information about their company.  CFD also receives notice filings for mutual funds and certain other offerings that are exempt from registration under District law or preempted from state registration by federal law.  To support economic activity in the District, CFD seeks to facilitate issuers' capital raising efforts by conducting effective and timely examination of the registration statements it receives for review. To accomplish this goal, CFD’s staff informs an issuer in writing when a filing appears to be incomplete or inaccurate. This affords the issuer an opportunity to file correcting or clarifying amendments, which allows the registration to be declared effective within the statutory time frame, thus enhancing the issuer’s ability to bring the offering to the District’s investors in a timely manner. 

Most of the registration statements reviewed by CFD were filed by small to mid-size companies engaging in an Initial Public Offering (IPO), with the majority of these involving Direct Participation Programs (DPPs), followed by Acquisition Companies. Direct Participation Programs, typically consisting of Real Estate Investment Trusts, Oil and Gas partnerships and Equipment Leasing joint ventures, are designed to enable investors to participate in a business venture's cash flow and taxation benefits. The Corporation Finance Division also receives notice filings regarding exempt offerings and offerings in categories that are preempted by federal law. The vast majority of the notice filings involve mutual funds (Form NF) and private offerings (Form D). As one of the nation’s first state securities regulators to accept electronic filings, the Securities Bureau continues to processes more than 50 percent of the Form NFs electronically.

Fees

All fees are assessed pursuant to Section 26-B249 of the D.C. Municipal Regulation and D.C. Register

Payment and Mailing Instructions

All checks must be made payable to the DC Treasurer. Please remit the payment to the following location as described below.

Payments sent via Private Courier Services

All payments that are sent via private courier services such as DHL, UPS, FedEx and Airborne Express must he sent to the following address:

   DC Department of Insurance, Securities and Banking
   Securities Bureau
   Wells Fargo Bank
   7175 Columbia Gateway Drive
   Lockbox #92660
   Columbia. MD 21046

Payments sent via US Postal Services

All  payments that are sent via regular U.S. Mail Service or U.S. Postal Service Express Mail must be sent to:

   DC Department of Insurance. Securities, and Banking
   Securities Bureau
   PO. Box 92660
   Washington. DC 20090

Filing with no Fee Payments

If no fee is enclosed send the entire filing, with all required forms, to:

DC Department of Insurance, Securities and Banking, Securities Bureau
810 First Street, NE, Suite 610
Washington, DC 20002

Forms

Please visit the NASAA website to find the  referenced forms

Links

U.S. Securities and Exchange Commission
Office of Small Business
1 (202) 942-2950
www.sec.gov

U.S. Small Business Administration Office of Advocacy
1( 202)205-6533
www.sba.gov