Federal Covered Securities

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All Notice Filings and corresponding fee payments for Federal Regulation A and Regulation D offerings are made through the NASAA Electronic Filing Depository (EFD)

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Regulation A, Tier 2

Under N.D.C.C. 10-04-08.4(4), North Dakota requires a notice filing for offerings made under Tier 2 of Federal Regulation A and Section 18(b)(3) of the Securities Act of 1933.

Initial Filing

  • A completed Regulation A-Tier 2 Notice Filing Form prior to the initial offer and sale in North Dakota.
  • All copies of documents filed with the Securities and Exchange Commission.
  • The initial notice filing is effective for a period of twelve months from the date of receipt.
  • A filing fee of $500.

Renewal

For each additional twelve-month period in which the same offering is continued, an issuer may renew the unsold portion of its offering, by filing the following on or before the expiration of the current notice filing:

Amendment

An issuer may increase the amount of securities offered in this state by filing:


Regulation D, Rule 506 (b) and (c)

Under N.D.C.C. 10-04-08.4(2), North Dakota requires a notice filing for offerings made under section 18(b)(4)(D) of the Securities Act of 1933, as amended. 

Initial Filing

  • A copy of Form D, as filed with the SEC. 
  • A filing fee of $100 if the filing is made within 15 days after the date of the first sale in the state. 
  • A filing fee of $250 if the filing is not made within 15 days after the date of the first sale in the state. 
  • No commission or other remuneration may be paid except to a dealer and agent registered in the state.
  • An amendment must be filed if the name of the issuer changes while the filing is in an active status.
  • The notice filing is effective for a period of twelve months from the date of receipt.

Renewal

For each additional twelve-month period in which the same offering is continued, an issuer may renew the unsold portion of its offering, by filing the following on or before the expiration of the current notice filing:

  • A copy of Form D, as filed with the SEC marked “renewal”.
  • A filing fee of $100 if the filing is made prior to expiration of the initial filing.
  • A filing fee of $250 if the filing is after expiration of the initial filing. 
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Note Regarding Regulation D, Rule 504:

Federal Regulation D, Rule 504 DOES NOT pre-empt state securities laws. An issuer relying on Regulation D, Rule 504 must either register the securities offering or qualify for an exemption under the North Dakota Securities Act prior to offering and selling in the state. 


Federal Regulation Crowdfunding

Under N.D.C.C. 10-04-08.4(5), North Dakota requires a notice filing for offerings made under section Section 4(a)(6) of the Securities Act of 1933 and Regulation CF, if the issuer’s principal place of business is in North Dakota or if 50% or more of the offering is sold to North Dakota residents.

Initial Filing

  • A Uniform Notice of Federal Crowdfunding Offering Form
  • Copies of documents filed with the SEC if required by Commissioner
  • A filing fee of $150

Renewal

For each additional twelve-month period in which the same offering is continued, an issuer may renew the offering, by filing the following on or before the expiration of the current notice filing:

  • A Uniform Notice of Federal Crowdfunding Offering Form marked “renewal”
  • A filing fee of $100.
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Helpful Links

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For Assistance Contact:

Candace Johnson, Securities Examiner / Investigator, Email Candace

Phone: (701) 328-2923; ND Toll Free: (800) 297-5124