SEC Regulation D Exemption Filings
The applicant’s reliance upon the Regulation D Uniform Limited Offering
exemption, under §111 C.S.R.1-15.06(b)(9) of the Code of State Rules, excludes
the application of other exemptions for the same offering. The transaction de
minimis exemption under §32-4-402(b)(9) and the Uniform Limited Offering
Exemption under §111 C.S.R.1-15.06(b)(9), are separate and distinct exemptions.
The transaction de minimis exemption is self-executing.
- There are no State legend requirements.
- West Virginia does not recognize §230.504 under Regulation D.
Filing Requirements
- A printed copy of the Form D electronically filed with the SEC, within 15 days of the first sale in West Virginia.
- A Consent to Service of Process. (Form U-2) must be notarized.
- $125.00 fee made payable to the West Virginia State Auditor.
Note: If commissions are taken via sales to WV residents, these transactions
must be effected through a registered West Virginia broker-dealer or agent of
issuer. Accordingly, the following disclosure language may be requested in
connection with the offering, "No sales commissions have been or will in the
future be paid to anyone in connection with the offering of securities in
reliance on an exemption under Regulation D, unless such individual is
registered under Chapter 32 of the West Virginia Code."
If you have any questions, or for further information, please contact the
West Virginia Securities Commission at 888.368.9507
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