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
1050 First Street, NE, Suite 801
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