Administrative Code

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Virginia Administrative Code
Title 21. Securities and Retail Franchising
Agency 5. State Corporation Commission, Division of Securities and Retail Franchising
Chapter 45. Federal Covered Securities
12/15/2019

21VAC5-45-20. Offerings Conducted Pursuant to Rule 506 of Federal Regulation D (17 CFR 230.506): Filing Requirements and Issuer-Agent Exemption.

A. An issuer offering a security that is a covered security under § 18 (b)(4)(D) of the Securities Act of 1933 (15 USC § 77r(b)(4)(D)) shall file with the commission no later than 15 days after the first sale of such federal covered security in this Commonwealth:

1. A notice on SEC Form D (17 CFR 239.500), as filed with the SEC.

2. A filing fee of $250 payable to the Treasurer of Virginia.

B. An amendment filing shall contain a copy of the amended SEC Form D. No fee is required for an amendment.

C. For the purpose of this chapter, SEC "Form D" is the document, as adopted by the SEC entitled "Form D, Notice of Exempt Offering of Securities."

D. Pursuant to § 13.1-514 B 13 of the Act, an agent of an issuer who effects transactions in a security exempt from registration under the Securities Act of 1933 pursuant to rules and regulations promulgated under § 4(2) thereof (15 USC § 77d(2)) is exempt from the agent registration requirements of the Act.

Statutory Authority

§§ 12.1-13 and 13.1-523 of the Code of Virginia.

Historical Notes

Derived from Volume 19, Issue 23, eff. July 1, 2003; amended, Virginia Register Volume 25, Issue 22, eff. July 1, 2009; Volume 29, Issue 20, eff. June 3, 2013; Volume 31, Issue 25, eff. July 31, 2015; Volume 36, Issue 02, eff. September 16, 2019.

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