21VAC5-45-20 - Offerings conducted pursuant to Rule 506 of federal regulation D (17 CFR 230506): filing requirements and issuer-agent exemption

21VAC5-45-20. Offerings conducted pursuant to Rule 506 of federal regulation D (17 CFR 230506): filing requirements and issuer-agent exemption

A. An issuer offering a security that is a covered security under § 18 (b)(4)(D) of the Securities Act of 1933 (15 USC § 77r(b)(4)(D)) shall file with the commission no later than 15 days after the first sale of such federal covered security in this Commonwealth:

1. A notice on SEC Form D (17 CFR 239.500), as filed with the SEC.

2. A filing fee of $250 payable to the Treasurer of Virginia.

B. An amendment filing shall contain a copy of the amended SEC Form D. No fee is required for an amendment.

C. For the purpose of this chapter, SEC "Form D" is the document, as adopted by the SEC entitled "Form D, Notice of Exempt Offering of Securities."

D. Pursuant to § 13.1-514B 13 of the Act, an agent of an issuer who effects transactions in a security exempt from registration under the Securities Act of 1933 pursuant to rules and regulations promulgated under § 4(2) thereof (15 USC § 77d(2)) is exempt from the agent registration requirements of the Act.

NOTICE: Forms used in administering the regulation have been filed by the agency. The forms are not being published; however, online users of this issue of the Virginia Register of Regulations may click on the name of a form with a hyperlink to access it. The forms are also available from the agency contact or may be viewed at the Office of the Registrar of Regulations, 900 East Main Street, 11th Floor, Richmond, Virginia 23219.

(Derived from Virginia Register Volume 19, Issue 23, eff. July 1, 2003; amended, Virginia Register Volume 25, Issue 22, eff. July 1, 2009; Volume 29, Issue 20, eff. June 3, 2013; Amended, Virginia Register Volume 31, Issue 25, eff. 7/31/2015; Amended, Virginia Register Volume 36, Issue 02, eff. 9/16/2019.)

Statutory Authority: §§ 12.1-13 and 13.1-523 of the Code of Virginia.

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