Form D, Rule 506 Notice Filing Requirements
Within 15 days of the date of the first sale in Michigan, file the following at the address below:
- 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. For more information on filing with the SEC, please consult the SEC's Guide on Form D Filing Process.
Regulation D Ruling
Frequently Asked Questions
- Amendments are voluntary and do not have a filing fee. 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 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.
Corporations, Securities & Commercial Licensing Bureau
PO Box 30018
Lansing, MI 48909
(Please note: Mail/Packages should not be sent to this address)
2501 Woodlake Circle
Okemos, MI 48864
Corporations, Securities & Commercial Licensing
2407 N. Grand River Ave.
Lansing, MI 49006