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Blue Sky Q&A, Regulation D Rule 506 Offering: Virginia
Practical Law Article 0-526-7027 (Approx. 3 pages)
Blue Sky Q&A, Regulation D Rule 506 Offering: Virginia
by Practical Law Corporate & Securities
| Law stated as of 31 Jul 2018 • Virginia |
A Q&A guide for Virginia state blue sky filings for unregistered offerings under Rule 506 of Regulation D under the Securities Act. This is one of a series of state Q&A guides providing key information for issuers making state-level NSMIA notice filings for a Rule 506 offering, including filing deadlines, mailing addresses, state statutory authority and filing fees. These guides should be used together with Standard Document, Blue Sky Filing Cover Letter, Regulation D Rule 506 Offering.
1. What is the deadline for the blue sky filing in this state?
The filing must be made within 15 days after the first sale of securities in the state.
2. What state agency regulates securities offerings in this state? What is the mailing address and telephone number for the state securities regulator?
The state securities regulator in Virginia is the Division of Securities & Retail Franchising of the Commonwealth of Virginia State Corporation Commission.
Division of Securities & Retail Franchising
Commonwealth of Virginia State Corporation Commission
1300 East Main Street, 9th Floor
Richmond, Virginia 23219
(804) 371-9051
3. What is the statutory authority under which the blue sky filing must be made?
The filing requirement is set out at Rule 21 VAC 5-45-20 under the Virginia Securities Act.
4. Does a notice on Form D have to be filed with the state securities regulator?
A notice on Form D must be filed. See Practice Note, Form D: Notice of Exempt Offering of Securities.
5. Does the state participate in the Electronic Filing Depository (EFD) system established by the North American Securities Administrators Association (NASAA) and, if so, is the filer's use of the EFD system optional or mandatory?
Virginia participates in the EFD system, but according to a December 15, 2014 press release by the State Corporation Commission, issuers may continue to file with the state in hard copy. Accordingly, filers may submit the Form D and pay the filing fee by mail or through the EFD.
This Q&A guide will be updated as appropriate if use of the EFD system becomes mandatory in Virginia.
6. Does a separate consent to service of process have to be filed with the state authorities? If so, what is the identity of the designated appointee?
Most states require a non-resident issuer to consent to having the appropriate state authority designated to receive service of process on its behalf for any actions arising out of violations of the blue sky law of that state. The electronic Form D includes a combined federal-state consent to service of process that was intended to eliminate the need to file a Form U-2, Uniform Consent to Service of Process at the state level (see SEC Release No. 33-8891 (Feb. 6, 2008), at Part II.A.6). However, there are still some states that, because of their laws, continue to require that issuers submit a separate Form U-2, although the trend is in the direction of eliminating this redundant filing requirement. See Practice Note, Form D: Notice of Exempt Offering of Securities.
In Virginia there is no requirement to file a separate consent to service of process.
7. Is there a filing fee? If so, what is the amount and who is the payee?
A filing fee of $250 (flat rate) is payable at the time of filing. The fee is payable to the Treasurer of Virginia.
The information in this Blue Sky Q&A was prepared in consultation with F. Lee Liebolt, Jr. Mr. Liebolt practices corporate and securities law in New York.