SEC Form D + Blue Sky Filing Requirements and Fees by State

Cory-Roberson Apr 15, 2025
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Starting in 2024–2025, the SEC is transitioning to EDGAR Next, a modernized platform for securities filings.

Here’s how issuers can file Form D using the new system:

✅ Step-by-Step: EDGAR Next Form D Filing

  1. Create an EDGAR Next Account

    • Go to: https://www.edgarfiling.sec.gov

    • Click “Create Account” and choose “Filers”

    • Provide the necessary details for the Company and assign at least one Authorized Filer

    • Submit Form ID (authentication form) if not already registered with EDGAR

  2. Access the EDGAR Next Dashboard

    • After account creation and approval, log into EDGAR Next

    • You’ll be redirected to a simplified dashboard that shows all available forms

  3. Prepare Form D

    • Select “Form D” from the list

    • Complete the required fields including:
      • Offering type and exemption (e.g., Rule 506(b) or 506(c))
      • Issuer information
      • Amount offered and sold
      • Use of proceeds
      • Key executive officers and promoters
      • States where sales will occur

  4. Attach Exhibits (if applicable)

    • While not always required, you may upload exhibits or supplemental documents if requested by regulators

  5. Preview and Validate Filing

    • EDGAR Next provides real-time error checking before submission

    • Review and validate all sections

  6. Submit Filing Electronically

    • Once validated, submit the filing

    • A confirmation receipt will be generated with the SEC-assigned Accession Number

  7. State Notice Filings

    • After submitting to the SEC, file a copy of Form D with each state where securities are sold

    • Include Blue Sky filing forms and state-specific filing fees

Blue Sky laws are state-level securities regulations designed to protect investors from fraudulent sales practices. These laws require issuers to register their securities offerings with each state in which they plan to sell, unless an exemption applies. While federal laws like Regulation D provide certain exemptions, issuers must still comply with state-specific notice filings and associated fees.​

What Are Blue Sky Filings?

Blue Sky filings involve submitting necessary documentation to state securities regulators to notify them of a securities offering. This process ensures that investors receive adequate information and that offerings comply with state laws. Even when an offering is exempt from federal registration under Regulation D, states may require a notice filing, typically through Form D, along with a filing fee.​

Importance of Compliance

Failing to comply with Blue Sky filing requirements can lead to significant consequences, including:​

Therefore, it's crucial for issuers to understand and adhere to each state's requirements where they intend to offer securities.​Cobrief

Blue Sky Filing Fees by State

Filing fees vary by state and can depend on factors such as the offering amount and timing of the filing. Below is a summary of filing fees for Regulation D Rule 506 offerings:​

State Filing Fee Notes
Alabama $300 Must file within 15 days of first sale.
Alaska $600 Valid for one year.
Arizona $250  
Arkansas 0.1% of offering amount (min $100, max $500)  
California $300  
Colorado $50  
Connecticut $150  
Delaware 0.5% of offering amount (min $200, max $1,000) Late fee doubles if not paid when due.
District of Columbia $250  
Florida No fee  
Georgia $250 Renewal fee: $100.
Hawaii $100  
Idaho $50 Late filing: additional $50.
Illinois $100  
Indiana No fee  
Iowa $100  
Kansas $125  
Kentucky $250  
Louisiana $300  
Maine $300  
Maryland $100  
Massachusetts $250–$750 Based on offering amount.
Michigan $100  
Minnesota $100 + 0.1% of offering amount (max $200) Total fee capped at $300.
Mississippi $300 Late filing: 1% of state sold amount (max $5,000).
Missouri $100 Late filing: $50.
Montana $200 + 0.1% of offering amount (max $1,000)  
Nebraska $200 Late filing: $200.
Nevada $500  
New Hampshire $500 Late filing: $500 (16–90 days), $1,000 (91–365 days).
New Jersey $750  
New Mexico $350 Late filing: $700 (16–25 days), $1,050 (>25 days).
New York $300–$1,200 Based on offering amount.
North Carolina $350  
North Dakota $100 Late filing: $250.
Ohio $100 Late filing: $100.
Oklahoma $250 Late filing: $250.
Oregon $250 Amendment increasing offering amount: $100.
Pennsylvania $525  
Puerto Rico 0.2% of offering amount Fee ranges from $350 to $1,500.
Rhode Island $300  
South Carolina $300  
South Dakota $250 Late filing: $275.
Tennessee $500  
Texas 0.1% of offering amount (max $500)  
Utah $0–$100 $0 for offerings up to $500,000; $100 for offerings above $500,000.
Vermont $820  
Virginia $250  
Washington $300  
West Virginia $125 Late filing: $420–$1,800 based on amount oversold.
Wisconsin $200 Late filing: $200.
Wyoming $200  

*Note: Fees are subject to change. Always consult the respective state securities regulator for the most current information.​

Filing Process Overview

  1. Prepare Form D: Complete the SEC's Form D, which provides details about the offering.​

  2. File with the SEC: Submit Form D electronically through the SEC's EDGAR system within 15 days of the first sale.​

  3. State Filings: File Form D and any required state-specific forms with each state where securities are offered, along with the applicable fees.​

  4. Monitor for Amendments: Some states require annual renewals or amendments if there are material changes to the offering.​

Final Thoughts

Navigating Blue Sky laws requires careful attention to each state's requirements. While federal exemptions can simplify the process, state-level compliance remains critical to a successful securities offering. Engaging with experienced legal counsel or compliance professionals can help ensure adherence to all necessary regulations.​

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