Within 15 days of the date of the first sale in Michigan, file the following at the address below:

1. A paper copy of the electronic Form D filed with the SEC.
2. A cover letter stating the date of the first sale in Michigan (or advising that sales have not yet occurred in Michigan) and the name of the salesperson.
3. $100.00 filing fee, payable to the State of Michigan.

Beginning March 16, 2009, electronic filing on the new Form D became mandatory at the federal level. Issuers filing electronically with the SEC should allow ample time to obtain an EDGAR access code prior to filing. For more information on filing with the SEC, please consult the SEC's Guide on Form D Filing Process.

Regulation D Ruling

Form D

Late Fee
Regulation D filings and fees are due 15 days after the date of the first sale in Michigan. There is a late fee of one-tenth of 1 percent of the dollar value of the securities that were sold to Michigan residents before the date on which the Form D was filed, with a minimum of $500.00 and a maximum of $5,000.00.

Frequently Asked Questions

• Amendments are voluntary and do not have a filing fee.
• Annual renewals are not required.
• The Form U-2 (Uniform Consent to Service of Process) is not required.
• Electronic signatures are accepted.
• Michigan does not require a termination date to be set forth in the original filing.
• Michigan does not require an additional letter of termination upon completion of the offering.
• Michigan does not require an acknowledgement as to the dollar amount of the offering sold in Michigan.
• Michigan does not require a statement of the amount sold in all the 50 states and territories.
• Michigan does not accept electronic filings.
• There is not a dollar requirement to be exempt from the State of Michigan for Regulation D.
• Michigan does recognize Rules 504 and 505 filings, and they can be filed pursuant to Section 304 of the Michigan Uniform Securities Act (MCL 451.2304). Rule 504 and 505 filings cannot be done with a Regulation D form.

Send to:

Michigan Department of Licensing & Regulatory Affairs
Office of Financial and Insurance Regulation
Securities Division

US Postal Address: PO Box 30701, Lansing, MI 48909-8201

Physical Address: Constitution Hall, 1st Floor North, 525 West Allegan Street, Lansing, MI 48933-1502

Please direct all payments to:

OFIR/Securities

US Postal Address: PO Box 30165, Lansing, MI 48909-7724

Physical Address: State Office Secondary Complex, General Office Building, 7150 Harris Dr, Dimondale, MI 48821-5002