Connecticut Sets Forth Electronic Form D Filing Procedures

By Jay Fishman, J.D.

Electronic Form D filing procedures in Connecticut apply to securities offerings made in reliance on Rules 504, 505 or 506 of federal Regulation D, as well in reliance on Section 4(6) of the Securities Act of 1933. These procedures cover the transition period of September 15, 2008 through March 15, 2009 during which the SEC allows issuers to paper-file old (or "Temporary") Form D, or paper or electronically file new Form D. Beginning March 16, 2009, issuers will only be permitted to file new Form D and must file it electronically.

Issuers filing either Form D version in Connecticut during the transition period for a Rule 506 offering must include $150 and submit the filing to the Securities Division within 15 days after the securities are first sold in the State.

Issuers paper-filing Temporary Form D must sign the Form and include: (1) the Form D Appendix; (2) Form U-2, Uniform Consent to Service of Process; (3) Form D amendments for material changes; and (4) a Sales Agent/Broker-Dealer Questionnaire (or Equivalent).

Issuers paper-filing new Form D must sign the Form and include Form D amendments for material changes. The other requirements for Temporary Form D are not required when paper-filing new Form D.

Issuers electronically filing new Form D may type their signature. The other requirements for Temporary Form D and paper-filing new Form D are not required when electronically filing new Form D.

NOTE: The Connecticut Commissioner of Banking may request sales reports in certain circumstances from issuers making any type of Form D filing.

For more information, see http://www.ct.gov/dob/cwp/view.asp?=2255&q=299280