Last month, I blogged that companies conducting Rule 506 offerings in New York need to file a completed Form D through the NASAA Electronic Filing Depository in order to notify the state. Danielle Benderly of Perkins Coie member wrote in to share this additional point:
While under these amended regulations New York is streamlining its requirements for an issuer selling its own securities to New York residents by requiring the issuer to file Form D alone, instead of as an attachment to Form 99, an issuer that files Form D in New York under these amended regulations is still registering as a dealer under New York law for itself, and registering as salespersons the officers, directors, principals or partners identified on the Form D, for a 4-year period – not just making a notice filing and paying a fee.
The article recommends that issuers consider making the Form D filing in NY for Rule 506(c) offerings – but not necessarily for Rule 506(b) offerings.
-Liz Dunshee, TheCorporateCounsel.net January 4, 2021
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