Electronic Blue Sky Filings: NASAA Proposes Model State Rules

The North American Securities Administrators Association, Inc. (NASAA) has released model rules relating to the use of its Electronic Filing Depository (EFD) system for Form D and state registration and notice filings. The rules have been posted for comment until July 30, 2014 and, in their final form, will be designed to serve as models for adoption by individual states.

Currently, Form D must be filed with the SEC electronically via the EDGAR system, but states typically require that a paper copy of the Form D be filed with the appropriate securities administrator pursuant to notice filing requirements in Regulation D offerings. Similarly, state registration and exemption filings are still largely a matter of paper filing.

The NASAA proposes two alternative model rules – one designed only to implement electronic filing of Form D through EFD, and one designed to implement electronic filing of all state securities registration and notice filings (including all “blue sky” filings) through EFD. Of course, the rules would not become effective until EFD actually has the capability to process these filings. The ability to process Form D filings is expected to become available through EFD in November of 2014.


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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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