An issuer offering or selling securities in reliance on Regulation D, Rule 505 or Rule 506, shall file with the Securities Commissioner:
- A copy of the notice of sale on Form D that was filed electronically with the SEC (the form is available here); and
- A fee of 1/10 of 1% of the aggregate amount of the offering, but in no case more than $500.
Both the notice filing and the payment of the filing fee should be made through the Electronic Filing Depository (“EFD”) System. Information about the EFD System is available at the EFD website.
The Form D shall be filed no later than 15 calendar days after the first sale of securities in Texas, unless the 15th day falls on a Saturday, Sunday or holiday, in which case the due date is the first business day following.
For Regulation D, Rule 506 offerings, the offerings are effective in Texas from the date of the Form D notice filing until the offering is completed or terminated. No annual renewal of sale report is required to be filed with the Securities Commissioner.
When to File Amendments with Texas
Issuers must file an amendment in Texas contemporaneously with an amendment filing with the SEC. Generally, amendments need to be filed to correct material mistakes of fact or errors on a previously filed Form D as soon as practicable after discovering the mistake or error.
The SEC's requirements for filing an amendment to Form D are found in the Code of Federal Regulations, 17 CFR 230.503(a).
Additionally, issuers must file an amendment for excess sales (in accordance with Rule 114.4(d)(2)) when the issuer paid less than the maximum fee ($500) but offered a greater amount of securities than was authorized. In this event, the issuer should file:
- An amended Form D disclosing the amount of securities offered for sale; and
- A fee of three times the difference between the initial fee paid and the fee which should have been paid, plus 6.0% interest.
Both the amended Form D notice filing and the payment of the fee should be made through the EFD System.
If you have questions regarding these filing requirements, contact the Registration Division at 512-305-8300.
Information regarding filing Form D with the SEC is available on their website.