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Corporate Finance - Regulation D Filings

Notice Filings under Regulation D (Rule 506)

For initial filings and issuance of securities that are covered by Section 18(b) (4) (D) of the Securities Act of 1933 the issuer shall file with the District of Columbia a notice on a Form D as adopted by the Securities and Exchange Commission.

What to File

  • Paper copy of SEC Form D as-filed online through EDGAR
  • Filing fee $250. All checks shall be made payable to the D.C. Treasurer.
  • U-2 Consent to Service Process not required. The consent form incorporated into the Form D is acceptable.
  • Cover letter denoting: the date of first in the District of Columbia; and number of accredited and non-accredited investors in the District of Columbia; and aggregate offering price of securities sold (respectively) to the District of Columbia accredited and non-accredited investors.

The filing is due 15 days after the first sale in the District of Columbia. Failure to fill out the forms accurately and completely may place the status of the offering in question. Please contact our Corporate Finance Division for any questions.

Notice Filings under Regulation D (Rule 504 and Rule 505)

Interested issuers should contact the Corporate Finance staff at (202) 442-7826 or email us at corpfin.disb@dc.gov.

Additional Form D Information

All filings and other correspondence submitted with an accompanying check as payment of a notice filing fee must be mailed directly to the Securities Bureau lockbox at one of the two addresses listed below. Please note that the type of mail delivery service determines which lockbox shall be used.  The two lockbox addresses are as follows:

Filings sent via Private Courier Services

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

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

 

 

Filings sent via US Postal Services

All filings and other correspondence containing payments that are sent via regular U.S. Mail Service or U.S. Postal Service Express Mail must be sent to:

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