Regulation D Filings:

FAQs

How do you file with the State of New Mexico?

• Submit a letter indicating the date of the first sale in the State of New Mexico along with the aggregated amount of sales and number of New Mexico investors.
   
• Submit an authenticated (the submittal copy with the EDGAR notations on the bottom) paper copy of the notice of sale on Form D to the Securities Division Director at 2550 Cerrillos Road, Santa Fe, NM 87505.
   
• In order to make an electronic filing on Form D with the SEC, an issuer will need to obtain an EDGAR access code.
   
• If the issuer does not already have an EDGAR access code, the authentication process should be reviewed in advance of an anticipated filing of Form D.
   
• EDGAR access codes may be obtained by following the instructions at: https://www.filermanagement.edgarfiling.sec.gov
   
• The SEC Form D can be found at http://www.sec.gov/about/forms/formd.pdf
   
• Information regarding filing Form D with the SEC is available at http://www.sec.gov/divisions/corpfin/formdfiling.htm

When do you file with the State of New Mexico?

• Rule 505 Form D shall be filed at least 5 days prior to the first offering in New Mexico.
   
• Rule 506 Form D shall be filed no later than 15 calendar days after the first sale of securities in New Mexico.
   
• If the last day for filing falls on a Saturday, Sunday or holiday, the due date is the first business day following.

What are the Rule 505 and 506 late filing fees?

• Late 505 filers may be subject to rescission liability as well as administrative penalties.  Late filers should contact Nona Lane at 505.476.4587. 
   
• Late 506 filers will be subject to a total filing fee of $700 if filed 10 days after the due date, or $1,050 if filed 11 or more days after the due date, if you have questions contact Nona Lane at 505.476.4587

When do you file an amendment with the State of New Mexico?

• Amendments must be filed to correct material mistakes of fact or errors on a previously filed Form D as soon as practicable after discovering the mistake or error.
   
• The SEC’s requirements for filing an amendment to Form D are found in the Code of Federal Regulations, 17 CFR 230.503(a) (1)-(4).
   
• An amendment to a previously filed Form D must provide current information in response to all requirements of the notice of sale on Form D regardless of why the amendment is filed.

What is the effective date of the filing?

• Notice filing shall be considered filed on the date it is received by the New Mexico Securities Division.

Registration and Exemption Filings:

What are the different small offerings available?

• The Small Offerings - Brochure explains the offerings available. 

Are there instructions for the Small Company Offering Registration (SCOR) forms?

• Yes, these packages will be helpful.  The first is the SCOR Introduction, Requirements and Instructions, and the second is the SCOR (U-7) Manual.
   

What forms are required when filing a new securities registration?

The Form U-1, Form U-2, and  Form U-2A,
 

Are there penalties associated with late filings or non-compliance with the rules?

Yes, please contact Nona Lane at 505.476.4587.