While Section 4(a)(6) of the Securities Act and Reg CF preempt state regulation of offerings under Reg CF, states are still permitted to require notice filings be made. For Reg CF, rather than all 50 states plus the District of Columbia and other territories being able to require notice filings, only the state of the principal place of business of the company, and the state in which more than 50% of the securities are sold in the offering (if any) may require notice filings.
Based on the manner most state securities laws are written, many states must enact specific rules to require notice filings. Some state laws provide for notice filing requirements without new rulemaking on the part of state securities regulators.
As of January 2, 2018, it appears that the following states have notice filing requirements for Reg CF:
- South Dakota
Additionally, Massachusetts and Oregon have proposed notice filing rules that will likely go into effect sometime in early 2018.
If your company is based in any of those states, be aware that you may have notice filing requirements. Also, CrowdCheck is here to help with your fully compliant Reg CF offering.