| State | Filing Required? | Filing Deadline | Regulatory Authority | Notes |
|---|---|---|---|---|
| Alabama | Yes | Within 15 days of first sale | Alabama Securities Commission | File Form D + state fee |
| Alaska | Yes | Before offer or sale | Dept. of Commerce, Banking & Securities | Strict timing requirement |
| Arizona | Yes | Within 15 days of first sale | Arizona Corporation Commission | Fee varies based on capital raised |
| Arkansas | Yes | Within 15 days of first sale | Arkansas Securities Department | Include consent to service of process |
| California | Yes | Within 15 business days of first sale | Dept. of Financial Protection and Innovation | Use CA Form 25102(f); unique form not just Form D |
| Colorado | Yes | Within 15 days of first sale | Colorado Division of Securities | Filing portal available |
| Connecticut | Yes | Within 15 days of first sale | Dept. of Banking, Securities Division | Include state fee |
| Delaware | No | N/A | N/A | No Blue Sky notice required |
| Florida | Yes | Within 15 days of first sale | Florida Office of Financial Regulation | File via OFR portal |
| Georgia | Yes | Within 15 days of first sale | Georgia Securities Division | Online and paper options |
| Hawaii | Yes | Within 15 days of first sale | Hawaii Dept. of Commerce and Consumer Affairs | File Form U-2 + Form D |
| Idaho | Yes | Within 15 days of first sale | Idaho Dept. of Finance | Form D + fee |
| Illinois | Yes | Before offer or sale | Illinois Securities Department | Strict pre-sale filing; no late filing allowed |
| Indiana | Yes | Within 15 days of first sale | Indiana Secretary of State, Securities Division | Typical Form D + fee |
| Iowa | Yes | Within 15 days of first sale | Iowa Securities Bureau | Includes Form U-2 and consent to service |
| Kansas | Yes | Before offer or sale | Kansas Office of the Securities Commissioner | Strict on pre-sale requirements |
| Kentucky | Yes | Within 15 days of first sale | Kentucky Dept. of Financial Institutions | Online portal available |
| Louisiana | Yes | Within 15 days of first sale | Louisiana Office of Financial Institutions | Include fee and Form U-2 |
| Maine | Yes | Within 15 days of first sale | Maine Office of Securities | Typical Form D procedure |
| Maryland | Yes | Within 15 days of first sale | Maryland Securities Division | Fee required |
| Massachusetts | Yes | Within 15 days of first sale | Massachusetts Securities Division | Requires Form U-2 |
| Michigan | Yes | Within 15 days of first sale | Michigan Dept. of Licensing & Regulatory Affairs | Standard Form D + payment |
| Minnesota | Yes | Within 15 days of first sale | Minnesota Dept. of Commerce, Securities Division | Additional state-specific cover sheet may apply |
| Mississippi | Yes | Within 15 days of first sale | Mississippi Secretary of State | Simple filing process |
| Missouri | Yes | Within 15 days of first sale | Missouri Securities Division | Include state-specific documents and fee |
| Montana | Yes | Within 15 days of first sale | Montana State Auditor, Securities Dept. | File U-2, U-2A if applicable |
| Nebraska | Yes | Within 15 days of first sale | Nebraska Dept. of Banking and Finance | Straightforward process |
| Nevada | No | N/A | N/A | No Form D filing required |
| New Hampshire | Yes | Within 15 days of first sale | NH Bureau of Securities Regulation | Form D + fees |
| New Jersey | Yes | Within 15 days of first sale | New Jersey Bureau of Securities | No filing required for 506(c) in some cases (confirm on case-by-case basis) |
| New Mexico | Yes | Within 15 days of first sale | New Mexico Securities Division | Filing fee applies |
| New York | Yes | Before first sale or offer | NY Attorney General (Investor Protection Bureau) | Very strict. Use NY Form 99, not just Form D |
| North Carolina | Yes | Within 15 days of first sale | NC Secretary of State, Securities Division | Paper or electronic |
| North Dakota | Yes | Within 15 days of first sale | North Dakota Securities Department | Simple filing |
| Ohio | Yes | Within 15 days of first sale | Ohio Division of Securities | Standard filing + Form U-2 |
| Oklahoma | Yes | Within 15 days of first sale | Oklahoma Dept. of Securities | Follow Reg D state guidelines |
| Oregon | Yes | Within 15 days of first sale | Oregon Division of Financial Regulation | Include cover letter, Form D, and fee |
| Pennsylvania | Yes | Within 15 days of first sale | PA Dept. of Banking and Securities | Form D + filing fee |
| Rhode Island | Yes | Within 15 days of first sale | RI Dept. of Business Regulation | Straightforward Form D submission |
| South Carolina | Yes | Within 15 days of first sale | SC Attorney General, Securities Division | Filing fee varies |
| South Dakota | Yes | Within 15 days of first sale | SD Dept. of Labor and Regulation, Securities Div. | Include U-2 if out-of-state |
| Tennessee | Yes | Within 15 days of first sale | Tennessee Dept. of Commerce and Insurance | Electronic submission via portal |
| Texas | Yes | Within 15 days of first sale | Texas State Securities Board | Includes filing of Form D + fee |
| Utah | Yes | Within 15 days of first sale | Utah Division of Securities | Form D, fee, and consent forms |
| Vermont | Yes | Within 15 days of first sale | Vermont Dept. of Financial Regulation | Filing is relatively simple |
| Virginia | Yes | Within 15 days of first sale | Virginia State Corporation Commission | U-2 may be required |
| Washington | Yes | Within 15 days of first sale | WA Dept. of Financial Institutions | Online system available |
| West Virginia | Yes | Within 15 days of first sale | WV State Auditor, Securities Division | Fee and U-2 form required |
| Wisconsin | Yes | Within 15 days of first sale | Wisconsin Dept. of Financial Institutions | Standard Form D process |
| Wyoming | Yes | Within 15 days of first sale | Wyoming Secretary of State, Compliance Division | Low-fee state, very minimal requirements |
Additional Notes:
- Form D is filed with the SEC through EDGAR.
- Most states require a filing fee ranging from $100 to $1,200.
- Include Form U-2 (Consent to Service of Process) in most states where the issuer is out-of-state.
- Renewals may be required annually in some states if the offering remains open.
How Geraci LLP Can Help
- Blue Sky notice filings in all 50 states
- Tracking deadlines and managing renewals
- Tailoring exemption strategies for multi-state offerings
- Preparing compliant investor and fund documentation
