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Rule 506 Offerings call the Division at (801) 530-6600
FORMS AND APPLICATIONS
  • Form D Acrobat PDF Format
    Notice of Exempt Offering of Securities
OTHER RESOURCES

The U.S. Securities and Exchange Commission has information to assist issuers with filing a Form D Notice electronically.

As provided by Section 18(b)(4)(D) of the 1933 Act:

"A security is a covered security with respect to a transaction that is exempt from registration under this title pursuant to --
Commission rules or regulations issued under section 4(2), except that this subparagraph does not prohibit a State from imposing notice filing requirements that are substantially similar to those required by rule or regulation under section 4(2) that are in effect on September 1, 1996."

Currently the only commission rule or regulation issued under section 4(2) is Regulation D, Rule 506.  For further information, on Regulation D offerings, please see below.

Table of Contents   (click topics to expand)

Notice Filing Requirement
Rule 506 offerings under section 18(b)(4)(D) are required to make a notice filing in Utah pursuant to rule R164-15-2 of the Utah Administrative Code.
Filing
To make a notice filing for a Rule 506 offering, the issuer must submit to the Division, no later than 15 days after the first sale of the rule 506 offering in this state, the following:
  1. A manually signed notice on SEC Form D; and
  2. $100 filing fee.
  3. A statement disclosing the first date of sale to a Utah resident.

If the notice filing is made more than 15 days after the first sale in this state, the filing fee is $500.

PLEASE NOTE: Pursuant to Utah Code Ann. subsection 61-1-25(1), a document is deemed “filed” only when it is received by the Division.

Form D
For purposes of this rule, "SEC Form D" means the document, as adopted by the United States Securities and Exchange Commission and in effect on September 1, 1996, as may be amended by the SEC from time to time, entitled "Form D; Notice of Sale of Securities pursuant to Regulation D, Section 4(6), and/or Uniform Limited Offering Exemption", including Part E and the Appendix.
Licensing
All persons that sell securities in Utah under Rule 506 must license as a broker-dealer or agent.  However, an individual, 1) who represents an issuer, 2) who receives no commission or other remuneration, directly or indirectly, for effecting or attempting to effect purchases or sales of securities in this state, and 3) who effects transactions in a rule 506 offering, is not required to license as an agent in Utah.  See 61-1-13(2), Utah Code Ann.