All Form D filings for Rule 506 offerings must be submitted through the Electronic Filing Depository (“EFD”), a web-based system that allows you to submit notice filings and pay the associated filing fee electronically. Information regarding the EFD, including how to set up an account for future filings, can be found at https://www.efdnasaa.org/. NASAA EFD Support can answer any questions you may have about the process at (601) 453-1979.
The filing fee is $300. A separate Form U2 is not required to be filed. Rule 506 filings must be submitted not later than 15 days after the first sale in South Carolina.
The Form D filing is effective for one year from the date of filing, after which a renewal notice must be filed through the EFD if the offering is to continue. The filing fee for a renewal is $300.
For Form D filings for Rule 504 offerings please submit the following in paper form to the Securities Division:
(1) Copy of electronic Form D filed with the Securities and Exchange Commission.
(2) $300 filing fee made payable to the South Carolina Securities Commissioner
(3) If acknowledgment of receipt is desired, a duplicate cover letter with a stamped, return-address envelope.
(4) One copy of the Private Placement Memorandum or other offering document(s).
(5) A letter indicating that the conditions of South Carolina Code of Regulations 13-204(H), indicated below, have been met:
- (a) The aggregate offering price for securities sold in South Carolina shall not exceed two hundred fifty-thousand ($250,000) dollars during any twelve (12) month period;
- (b) The limitation on the manner of offering and resale of securities set forth in Rules 502(c) and (d) of SEC Regulation D shall be satisfied; and
- (c) The "sophisticated investor" qualifications for the nature of purchasers set forth in Rule 506(b)(2)(ii) of SEC Regulation D shall be satisfied.
Rule 504 filings must be submitted at least 5 business days before the first offering to an investor in South Carolina.
If you have any questions regarding the filing requirements, please call (803) 734-9916. All paper filings should be sent to the following address:
Office of the Attorney General
Rembert Dennis Building
1000 Assembly Street
Columbia, SC 29201