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Division of Securities & Retail Franchising


FAQs - Securities Registration

1. What are the filing requirements for a federal Regulation D Rule 506 limited offering?

2. I want to conduct a private placement offering of securities. What most frequently used options are available?

3. Is Virginia a Merit Review State?

4. Once an application to register securities has been filed, is a refund possible?

5. Does Virginia have an institutional investor exemption?

6. Is there an exemption for non-profit issuers?

7. Has Virginia adopted Small Corporate Offering Registration (SCOR)?

8. Does Virginia recognize Reg D, 504 offerings?

9. Are there any rules pertaining to the exemption found at § 13.1-514 B 7a, and is it self-executing?

10. Does the Employee Benefit Plan exemption (§ 13.1-514 A 10) exempt directors and consultants?

11. When may Virginia require the escrowing of funds raised in the sales of securities?

 

 

 

 

 

1. What are the filing requirements for a federal Regulation D Rule 506 limited offering?

A. Under 21 VAC 5-45-20 of the Virginia Administrative CodeExternal Link logo, Rule 506 issuers must make a notice filing within 15 days of the first sale in Virginia. The notice filing shall consist of:

  • A paper copy of the electronic Form D (typed signature accepted*)
  • A filing fee of $250 payable to the Treasurer of Virginia
  • No separate Consent to Service of Process is required
  • Amendment filings shall contain a paper copy of the amended electronic Form D (no fee is required for an amendment)

*SEC authentication procedure relied upon for electronic signatures

If you have questions about the recent changes to federal Regulation D regarding general solicitation, general advertising and “bad actor” disqualification, the NASAA FAQsExternal Link logo may be helpful.

2. I want to conduct a private placement offering of securities. What most frequently used options are available?

A. Please review §13.1-514 B 7 a or b of the Virginia Securities Act.External Link logo You may also consider a Reg D Rule 506 offering; please see 21 VAC 5-45-20.External Link logo

3. Is Virginia a Merit Review State?

A. Yes. Please see 21 VAC 5-30-80 for a list of NASAA Statements of Policy.External Link logo

4. Once an application to register securities has been filed, is a refund possible?

A. No. Once a registration application is filed, fees are non refundable.

5. Does Virginia have an institutional investor exemption?

A. No, but please see §13.1-514 B 6 for a possible alternative exemption.External Link logo

6. Is there an exemption for non-profit issuers?

A. Yes; however, a filing is required. Please see §13.1-514.1 B.External Link logo

7. Has Virginia adopted Small Corporate Offering Registration (SCOR)?

A. Yes. Refer to Rule 21 VAC 5-30-80.External Link logo

8. Does Virginia recognize Reg D, 504 offerings?

A. No. Virginia does not recognize this federal exemption. There may be other exemptions that apply, and you should investigate them by calling our Examination Section at 804-371-9276.

9. Are there any rules pertaining to the exemption found at § 13.1-514 B 7a, and is it self-executing?

A. Yes. Broker-dealer participation is discussed in 21 VAC 5-40-170.External Link logo Also, the term "solicitation" is defined in 21 VAC 5-10-40.External Link logo

The exemption is self-executing (no filing).

10. Does the Employee Benefit Plan exemption (§ 13.1-514 A 10) exempt directors and consultants?

A. The exemption exempts all directors as eligible participants as well as all consultants and advisors under compensating arrangements as defined by SEC Rule 701. (Refer to Rule 21 VAC 5-40-150)External Link logo

11. When may Virginia require the escrowing of funds raised in the sales of securities?

A. Generally only under Registration by Qualification. Please see §13.1-510 (h).External Link logo