Federal Covered Securities
Regulation A, Tier 2 Notice Filing Requirements
Effective July 15, 2015
North Dakota requires a notice filing pursuant to Section 10-04-08.4(3) of the North Dakota Century Code relating to offerings made under Tier 2 of Regulation A.
The following provisions apply to offerings made under Tier 2 of federal Regulation A and Section 18(b)(3) of the Securities Act of 1933:
(1) Initial filing. An issuer planning to offer and sell securities in this state in an offering exempt under Tier 2 of federal Regulation A shall submit the following prior to the initial offer and/or sale in this state:
(a) A completed Regulation A – Tier 2 notice filing form or copies of all documents filed with the Securities and Exchange Commission for each security or class of security;
(b) A consent of service of process on Form U-2 if not filing on the Regulation A – Tier 2 notice filing form; and
(c) The filing fee prescribed by Section 10-04-08(2)(a) and (b) of the North Dakota Century Code.
The initial notice filing is effective for a period of twelve months from the date of receipt.
(2) Renewal. For each additional twelve-month period in which the same offering is continued, an issuer conducting a Tier 2 offering under federal Regulation A may renew the unsold portion of its notice filing by filing the following on or before the expiration of the notice filing:
(a) The Regulation A – Tier 2 notice filing form marked “Renewal” and/or a cover letter requesting renewal; and
(b) The renewal fee prescribed by Section 10-04-08(2)(e) of the North Dakota Century Code.
(3) Amendment. An issuer may increase the amount of securities offered in this state by submitting a Regulation A – Tier 2 Notice filing form and/or a cover letter and a fee calculated pursuant to Section 10-04-08(2)(c) of the North Dakota Century Code.
No notice filing shall be deemed filed unless a notice filing form or copies of all documents filed with the Securities and Exchange Commission has been received and a filing fee has been paid for each security or class of security. The filing fee shall be retained if the filing is withdrawn, suspended, revoked, or abandoned.
Regulation D, Rule 506 Notice Filing Requirements
Effective December 7, 2014
North Dakota now permits issuers offering a security pursuant to Regulation D, Rule 506 to file the notice via the Electronic Filing Depository (EFD) by providing all required information as prescribed by EFD and the appropriate fee in a manner prescribed by EFD. To register and obtain more information about EFD, visit www.efdnasaa.org.
Effective July 1, 2009
One copy of the new electronic version of the Form D may be filed. It is not necessary that the signature in Part D and Part E of Form D be original.
It is not necessary to include the Form U-2 or the appendix when using the newly adopted Form D.
The notice filing is effective for a period of one (1) year from the date the filing is received by the department.
There is no renewal provision. Should the offering proceed beyond the one (1) year period, it is necessary to re-file the same documents and fee as were originally filed, except Form U-2 which may be incorporated by reference.
No commission or other remuneration may be paid for soliciting any prospective buyer in this state, except to a dealer and agent registered in the state.
The filing fee shall be $100 in the event the filing is made within 15 days after the date of the first sale in the state.
The filing fee shall be $250 in the event the filing is not made within 15 days after the date of the first sale in the state.
Please make check payable to the NORTH DAKOTA SECURITIES DEPARTMENT.
An amendment is to be filed in the event the name of the issuer changes while the filing is in an active status.