Do I need to file in my investor's state?
Friends & family · Video 6 of 8 · 0:35 ·
Usually yes. State notice filings for Rule 506 offerings follow the investor, not you. Sell to someone in New Jersey and New Jersey wants a notice filing, generally within 15 days of the first sale there. The sale can happen when they sign, before money moves. Most states take filings through NASAA's EFD system, and fees vary: New York charges up to $1,200, while Florida requires none.
Everything here is for educational purposes only and is not legal, tax or investment advice, or an offer to buy or sell any security. Laws and thresholds change and depend on your facts, so talk to a qualified attorney before acting.
Key facts
- Notice filings are owed in each state where you sell.
- The 15-day clock generally starts at the first sale in that state.
- A sale happens when the investor is irrevocably committed, which can be before funding.
- Most states accept filings through NASAA's Electronic Filing Depository (EFD).
- Fees vary by state: New York up to $1,200; Florida none.
Transcript
Founder: My friend in New Jersey just signed. We're done, right?
Operator: Congrats. A 15-day clock just started.
Operator: State filings follow the investor, not you. New Jersey wants a notice filing within 15 days of your first sale there.
Founder: Fifteen days from when they wire?
Operator: From the sale. That can be when they sign, before any money moves.
Operator: Most states take it through one website, called EFD.
Founder: And what does it cost?
Operator: Depends on the state. New York charges up to $1,200. Florida asks for nothing.
Operator: Every new state is a new filing, on its own clock.
Founder: So my friend in New Jersey just signed...