Please be advised applications are processed in the order received and this process may take up to 30 days. Registrations for Investment Adviser’s, Representatives and branch offices expire annually on December 31st.

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.

• West Virginia recognizes 505, 506(b), and 506(c) under Regulation D.
• 504 filings must be made through the Mid-Atlantic Regional Program.

An issuer planning to offer and sell securities in this state in an offering exempt under Tier 2 of federal Regulation A (17 CFR 230.251 through 17 CFR 230.263) and §18(b)(3) or 18(b)(4) of the Securities Act of 1933 (15 USC § 77a) is subject to the Regulation A – Tier 2 Notice Filing Requirements set forth in §32-3-304a(e).

West Virginia recognizes the Mutual Fund Federal Exemptions and accepts such things on Form NF.

The Division of Land Sales and Condominiums

The Jumpstart Our Business Startups (JOBS) Act, a series of legislative provisions intended to facilitate capital formation in the United States, was signed into law in 2012. This legislation included the CROWDFUND Act, which made significant changes to current federal and state securities laws. West Virginia passed its crowdfunding legislation on March 8, 2016 and the law became effective June 6, 2016. The CROWDFUND Act allows entrepreneurs to raise capital by offering to sell interests in their businesses over the Internet. Under the CROWDFUND Act, a small business is allowed to raise $1 million in a 12-month period by selling its securities to investors without registering that offering with federal or state securities regulators. This Act places limitations on how and to whom a small business can sell its securities.

In the 2023-2024 West Virginia Legislative Session, §31I was added, known as the Private Trust Company Act. A private trust company is a corporation or limited liability company that is exclusively owned by at least one family member, is organized or qualified to do business in West Virginia, performs the duties of a fiduciary in the regular course of business for at least one family member, and does not transact business with the general public.

Licensed private trust companies fall under the review, evaluation, and examination of the Auditor, and are registered and issued a license. An unlicensed private trust company, while still required to provide certain information, is not evaluated, and is not licensed. A foreign private trust is an unlicensed private trust company not based in West Virginia.