Do I need to file any state notices for my Reg. CF campaign?

As part of the Regulation Crowdfunding, issuers are exempt from registering securities offerings with the state.

However, states are still allowed to require notice filings for crowdfunding offerings in certain scenarios.  While some states have chosen to utilize this notice requirement, not all have.  As the issuer, it is your responsibility to ensure that you comply with these state notice (or blue sky) filing requirements where they exist.

There are 2 instances where companies may need to file state notices (assuming the state has a notice requirement) under Regulation Crowdfunding:

• The state is the Company's principal place of business
  • Timing for this filing is generally required at or prior to the filing of the initial Form C.

• More than 50% of sales made to the company’s investors in the campaign reside in that state
  • Timing for this filing is generally required after the final closing, in order to make this determination
    
    

The state filing requirements for Reg. CF (current as April 4, 2018) and instructions for on how to comply as compiled by CrowdCheck, are listed below. This guide is intended only as a reference. Please be sure to check with your appropriate state secretary directly to confirm the current requirements.

States with Notice Filing Requirements:

Alabama

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 15 days after the offering.
Variable Fee: Yes
Payment Amount: $40 plus 1/10 of 1% of offering amount.
Payable To: Alabama Securities Commission
Send To: Alabama Securities Commission,  P.O. Box 3044700, Montgomery, AL 36130

Colorado

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 30 days after the offering.
Variable Fee: No
Payment Amount: $50
Payable To: Colorado State Treasurer
Send To: Colorado Division of Securities Registrations, 1560 Broadway, Suite 900, Denver, CO 80202

Iowa

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 30 days after the offering.
Variable Fee: No
Payment Amount: $100
Payable To: Iowa Insurance Commissioner
Send To: Iowa Insurance Division, 601 Locust St, 4th Floor, Des Moines, IA 50309 

Maine (proposed rules)

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 15 days after the offering.
Variable Fee: No
Payment Amount: $300
Payable To: State of Maine Treasurer
Send To: Department of Professional & Financial Regulation, Office of Securities, 121 State House Station, Augusta, ME 04333

Maryland

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: “Before initial offer”
Variable Fee: No
Payment Amount: $100
Payable To: Office of Attorney General
Send To: Office of the Attorney General, Division of Securities, 200 Saint Paul Place, Baltimore, MD 21202-2020

Massachusetts (Proposed rules)

Required Documents: 1) Form C; 2) Form U-2 Consent To Service of Process; 3) Filing Fee
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 15 days after the offering.
Variable Fee: TBD
Payment Amount: TBD
Payable To: TBD
Send To: TBD
 

Ohio

Required Documents: 1) Form C; 2) Form U-2 Consent To Service of Process; 3) Filing Fee
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file as soon as company becomes aware
Variable Fee: The state has a variable fee of 1/10 of 1% of the amount offered in the state.
Payment Amount: $200
Payable To: OH Division of Securities
Send To: Ohio Department of Commerce, Division of Securities, 77 South High Street, 22nd Floor, Columbus, OH 43215
 

Oregon

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 30 days after the offering.
Variable Fee: No
Payment Amount: $200
Payable To: State of Oregon
Send To: Department of Consumer and Business Services, Division of Finance and Corporate Securities, 350 Winter Street NE Room 410, Salem, Oregon 97301-3881

South Dakota

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 30 days after the offering.
Variable Fee: No
Payment Amount: $250
Payable To: South Dakota Division of Securities
Send To: Division of Insurance, Securities Regulation, 124 S. Euclid Suite 104, Pierre, SD 57501
 

Texas

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: Prior to the initial offer of the federal covered securities in this state
Variable Fee: Yes
Payment Amount: $100 plus 1/10th of 1% of amount to be sold
Payable To: Texas State Securities Board
Send To: Texas State Securities Board, PO Box 13167, Austin, TX 78711

Utah

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 15 days after the offering.
Variable Fee: The compliance costs for affected persons will be the payment of a filing fee of $100 for filings made within the deadline period specified in the rule and $500 for filings made after the expiration of the deadline.
Payment Amount: $100
Payable To: Utah Division of Securities
Send To: Utah Division of Securities, P.O. Box 146760, Salt Lake City, UT 84114-6760
 

Vermont

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 30 days after the offering.
Variable Fee: No
Payment Amount: $600
Payable To: Department of Financial Regulation
Send To: State of Vermont, Department of Financial Regulation, Securities Division, 89 Main Street, Montpelier, VT 05620

Virginia

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 30 days after the offering.
Variable Fee: No
Payment Amount: $0
Payable To: Division of Securities and Retail Franchising
Send To: Division of Securities and Retail Franchising, P.O. Box 1197, Richmond, VA 23218

Washington

Required Documents: Uniform Notice of Federal Crowdfunding Offering Form U-CF
Timing: If company is based in this state, file at the same time as Form C. If 50% investor threshold, file when company becomes aware but no later than 15 days after the offering.
Variable Fee: The fee is variable $100 flat fee for the first $100,000 of securities offered in this state plus 1/20th of 1% of the amount in excess of $100,000 offered.
Payment Amount: $100
Payable To: Washington State Treasurer
Send To: State of Washington, Dept. of Financial Institutions, Securities Division, P.O. Box 9033 Olympia, WA 98507-9033