Regulation D Blue Sky Laws
Issuers conducting any offer or sale of securities must consider state blue sky laws that may be relevant to their offering. Securities offerings under Rule 506 are deemed to be covered securities under the federal law, which preempts the states from substantively regulating Rule 506 offerings under state securities or blue sky laws. Despite this federal preemption, states may require the filing of Form D, Consent to Service of Process and the payment of a filing fee. Securities offerings under new Rule 506(c) are “covered securities.” As such, State securities commissioners and regulators are precluded from applying their blue sky laws to offerings of securities that involve general solicitation or general advertisement under Rule 506(c), provided that the issuer complies with the requirements of the exemption and notice filing and fee payment requirements in their state.
Shields Capital Partners
3606 Enterprise Avenue
Naples, FL 34104
Hours: (M - F 10:30am - 6:00pm Eastern)
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