NASAA’s Electronic Filing Depository (EFD) is an online system that has modernized and streamlined the process of notice filing by allowing issuers to submit to state securities regulators notice filings for Regulation D, Rule 506 offerings and Form NF-UIT for unit investment trusts.
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 $160 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 $160 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, 2020, this fee was raised by $5 to $160.
Developed by NASAA, the EFD System was launched in 2014 and was initially used to facilitate the filing of Form D for Regulation D, Rule 506 offerings with state securities regulators and to pay related fees. Issuers are able to monitor the progress of the states’ review of the offering to respond to any deficiencies that may arise. EFD currently allows filers also to submit Form NF for Unit Investment Trust (UIT) offerings as well as Form D for Regulation D, Rule 506 offerings and pay related fees to state securities regulators. 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.
The Form NF is a state specific notice filing document that provides certain information related to a UIT or Mutual Fund offering being conducted within a particular jurisdiction.
Rule 506 of Regulation D is a “safe harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act. Issuers 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. The Form D contains limited information about the securities being offered and the issuer offering those securities. Items 1 through 5 of the form include basic information about the issuer. Items 6 through 16 include limited information about the securities being offered, including the duration of the offering and the type of security being offered. To learn more about Regulation D and Rule 506 please visit the SEC’s website: http://www.sec.gov/answers/rule506.htm.
It is important to note that just because a company has filed their Form NF with a state or a Form D with the SEC and with the state securities regulator 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: https://www.nasaa.org/about-us/contact-us/contact-your-regulator/.
IDEAS FOR IMPROVEMENT
If you have any ideas to enhance the EFD System, please complete the EFD System Enhancement Request Form linked below.