Texas State Notice Filing for Reg D Offerings
Rule 506 securities are federal covered securities, so Texas cannot require registration of the offering, but the Texas State Securities Board generally expects a notice filing for offers or sales to Texas residents, made electronically with a copy of Form D and a filing fee. The filing is usually due within 15 days after the first sale in Texas. Every state where an investor lives may have its own filing, and anti-fraud rules still apply everywhere.
Why states still get a filing
The National Securities Markets Improvement Act of 1996 stopped states from requiring registration of covered securities, including Rule 506 offerings. States may still require notice filings and fees, and they can bring anti-fraud actions. The notice lets the state know an offering is being made to its residents.
How the Texas filing works
- File a federal Form D with the SEC after the first sale.
- Submit the Texas notice through the electronic filing system used by states for Regulation D, with a copy of the Form D and the filing fee.
- Make the filing within the period Texas sets, generally 15 days after the first sale in Texas.
- Update as the state requires if the offering continues or changes.
Confirm the current process and fee with the Texas State Securities Board before filing, since procedures change.
Other states
| Investor lives in | Likely action |
|---|---|
| Texas | Texas notice filing and fee |
| Another state | That state's notice filing, often through the same electronic system |
| A foreign country | Check the securities rules there as well |
Filings are triggered by where investors are located, not where the sponsor is.
Consequences of missing it
- Fines and late fees in some states.
- Possible regulatory attention and, in some cases, enforcement.
- Awkward diligence questions when you raise from the same investors again.
A late filing is usually fixable, but better to avoid the problem. A calendar tied to your subscription log helps.
Related filings
The notice filing is separate from adviser filings. See Texas investment adviser notice filings. For the federal side see how Form D works. If you use Rule 504 or an intrastate exemption instead, different state rules apply. See Rule 504 offerings.
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Book Free ConsultationFrequently asked questions
Does Texas require registration for a Rule 506 offering?
No. It is a covered security. Texas may require a notice filing and a fee.
When is the Texas filing due?
Generally within 15 days after the first sale in Texas. Confirm the current rule with the Board.
Do I file in every state where an investor lives?
Generally yes, where that state requires a notice filing, often for the first sale there.
Can I file late?
Usually, with possible penalties. Late filings should be corrected promptly.