Regulation D

Statute Authority

Michigan Uniform Securities Act, Article 3

Rule Authority

New Administrative Rules (PDF) (Effective 7.3.19)

Form D

  • The burden of proof for qualifying for an exemption, exception, preemption or exclusion is on the person claiming the exemption, exception, preemption or exclusion.
  • Michigan is now accepting online filing of Regulation D filings through the North American Securities Administrators Association’s (NASAA) electronic filing depository (EFD) system. Michigan is among the 48 states participating in online filing of Form D through the EFD. The EFD website also enables the public to search and view, free of charge, filings made through EFD with state securities regular.  EFD is available at: https://www.efdnasaa.org.
  • Within 15 days of the date of the first sale in Michigan, file the following at the address below:
  • If not filing through the EFD, a paper copy of the electronic Form D filed with the SEC.
  • 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.
  • $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.

Key Points

  • Michigan’s Uniform Securities Act requires that Regulation D filings should be filed before the initial offer.  The statute does not provide for late filing fees.
  • If filing an amendment, please include the Michigan file number, the date of the original filing, and indicate that the filing is an amendment.  Preference is for a notice only that an amendment has been filed with the SEC.
  • Annual renewals are not required.
  • 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.
  • There is not a dollar requirement to be exempt from the State of Michigan for Regulation D.
  • Michigan does not recognize Rule 504 and 505 filings; you may wish to review the statute to find an applicable exemption.  Rule 504 and 505 filings cannot be done with a Regulation D form.

Helpful Links

 

Contact Us:
Department of Licensing and Regulatory Affairs (LARA)
Corporations, Securities & Commercial Licensing Bureau (CS&CL)
Securities and Audit Division
Address:  PO Box 30018, Lansing, MI 48909
Overnight Mail (FedEx/UPS): 2407 N. Grand River Ave, Lansing, MI 48906
Phone: (517) 335-5237
Fax:  (517) 241-6656
Email:
LARA-CSCL-Securities-Audit@michigan.gov