What Are Blue Sky Filings?

"Blue Sky Filings" refer to state-level regulatory filings required in the U.S. before a security (like shares in a fund or company) can be legally offered or sold in a particular state. These filings are mandated under Blue Sky Laws, which safeguards investors from fraudulent practices and high-risk schemes.

In short: even if you're exempt from federal registration under Regulation D, you still need to make notice filings at the state level—especially if you're relying on Rule 506(b) or 506(c).

• Who needs it?
   Companies, funds, or issuers offering securities in the U.S. (even private placements) may need to file in each state where they’re selling to investors. If you're raising capital from U.S. investors, offering interests in a private fund, or conducting a Reg D offering, you likely need to make Blue Sky Filings in each state where your investors reside.
• What’s filed?
   It typically involves submitting a Form D (for Regulation D offerings) and paying a filing fee to each relevant state’s securities regulator.
• Why it matters:
   Even if you're exempt from SEC registration under federal law (like Rule 506 of Regulation D), you still have notice filing obligations under state laws.

What does a Blue Sky Filing involve?

Typically, Blue Sky compliance for a Reg D offering involves:

• Filing Form D with the SEC.
• Making a notice filing with each applicable state.
• Paying state-specific fees.
• Meeting any follow-up requirements (like renewals or amendments).

What is Form D?

Form D is a notice filing required by the U.S. Securities and Exchange Commission (SEC) for companies or funds raising capital under Regulation D exemptions, most commonly Rule 506(b) and Rule 506(c). This filing provides the SEC with basic information about the offering, such as the issuer, offering amount, and types of investors involved.

Form D is submitted electronically via the SEC's EDGAR system within 15 days of the initial securities sale. It serves as a notification, not a registration, meaning that while it grants access to certain exemptions, it does not require a full SEC registration process.

Step-by-Step Guide to U.S. Securities Compliance

(Federal + State / Blue Sky Filings)

Step 1: Determine if your offering is exempt from SEC registration

Most private offerings rely on exemptions under Regulation D of the Securities Act of 1933, such as:

• Rule 506(b) – Private placements to accredited investors (and up to 35 non-accredited investors, with no general solicitation)
• Rule 506(c) – Allows general solicitation, but all investors must be accredited and verified

These exemptions save you from a full SEC registration but still trigger filing requirements.

Step 2: File Form D with the SEC

Once you’ve sold securities under a Reg D exemption:

• File Form D electronically through the EDGAR system.
• Must be submitted within 15 days of the first sale of securities.

Step 3: Identify investor locations for state compliance

Federal exemption doesn’t preempt state notice filing obligations.

• Review where your investors are based—each state where you accept funds may require a Blue Sky Filing.
• If you have investors from 3 different states, you may need to file in all 3.

Step 4: Submit Blue Sky Filings in relevant states

• Most states require:
  • A copy of Form D.
  • A state-specific form or cover letter.
  • A filing fee (varies by state).
• Must be submitted within 15 days of the first sale in that state (in most cases).
• Use NASAA's Electronic Filing Depository (EFD) if the state accepts it (not all do).

Step 5: Stay on top of amendments and renewals

• Amend Form D if material details change (like total offering amount).
• Some states require annual renewals or updates—even if no new sales occur.
• Track filing deadlines and update any state-specific forms if required.

Step 6: Maintain accurate compliance records

• Keep copies of all submissions, confirmations, and correspondence.
• Document investor accreditation verification, especially under Rule 506(c).
• Work with legal counsel or a compliance service to stay organized.

Key Considerations for Fund Managers

• Fundraising strategy affects filing complexity: If you're targeting investors in many states, filings can add up quickly.
• Rules and fees vary from state to state: while some states are fast and affordable, others may require more documentation and oversight.
• Failure to file = risk of enforcement: Missing a Blue Sky Filing can lead to fines, stop orders, or investor rescission rights.

How to Stay Compliant

• Track where your investors are based.
• Submit timely filings (ideally via NASAA’s EFD system, if the state participates).
• Work with fund counsel or a compliance provider who can manage multistate filings and renewals.

Need help navigating multi-state Blue Sky Filings?

Our team ensures timely, accurate filings so you stay compliant and focused on raising capital.

Partner with us for seamless fund compliance—get in touch today.

Seamless Alts Blue Sky Laws