Electronic Filing Depository

EFD (https://www.efdnasaa.org) is an internet accessible database system that allows issuers to submit Form D for Regulation D, Rule 506 offerings and pay related fees to state securities regulators. The system will provide an electronic receipt of the submission as proof of your offering.  Issuers will also be able to monitor the progress of the states’ review of the offering to respond to any deficiencies that may arise.  EFD also provides a public-facing website allowing members of the public to search and view, free of charge, Form D filings made with state securities regulators.

Issuers of securities that qualify as Regulation D, Rule 506 offerings are eligible to apply for a UserID to file their state notices through EFD. Only those issuers who complete a system registration and authorization may participate in electronic filing for Form D.

The EFD system is available from 6:00 am – 11:00 pm Eastern time Zone, Monday – Friday (except Federal holidays).

In addition to the filing fees required by the state regulators, there is a $155 system use fee for using EFD.  This fee will be applied one time to each individual filing that you make with EFD.  For example, when you file a new Form D using EFD, you will be charged the $155 system use fee.  If you then need to amend or renew that filing, you will not be charged any additional fees.  State regulators will not be charged to use EFD.  As of January 1, 2018, this fee was raised by $5 to $155.

IMPORTANT: For state regulators to gain access, they must first fill out this EFD Form D Fee Settings Form and follow the return instructions.

General Site Terms of UseFiler Terms of Use & Privacy Policy

In the event that assistance is needed, a help desk will be available from 9 am to 6 pm EST on regular non-holiday weekdays, reachable at support@efdnasaa.org or 601-453-1979.

Rule 506 of Regulation D is considered a “safe harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act.  Companies relying on the Rule 506 exemption do not have to register their offering of securities with the SEC or state securities regulators, but they must file what is known as a “Form D” with the SEC and state securities regulators after they first sell their securities. Form D is a brief notice that includes some basic information about the offering, but contains little information about the company.

It is important to note that just because a company has filed their Form D with the SEC and with the state securities regulators does not mean that the SEC or any state securities regulator has approved the securities or passed any judgment on the soundness of the securities as an investment.  If you have questions about a particular offering, you should contact the securities regulator in your state.  Contact information is available here: http://www.nasaa.org/about-us/contact-us/contact-your-regulator/.

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