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Regulation D

Regulation 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 requires that Regulation D filings be submitted through the North American Securities Administrators Association’s (NASAA) electronic filing depository (EFD). Paper filings are no longer accepted. Please see MCL 451.2302(4) & (5) for information about refunds.

If you have questions on a Regulation D filing, please email LARA-Securities-Product@michigan.gov or call (517) 335-5237.

 

Statute Authority:

Rule Authority:

  • 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 requiring 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.nasaaefd.org/.
  • 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

  • If filing an amendment, please include the date of the original filing, and indicate that the filing is an amendment.
  • 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 (CSCL)
Securities and Audit Division
Phone: (517) 335-5237
Email: LARA-CSCL-Securities-Audit@michigan.gov