EFD State Message to Filers

  1. EFD UNAVAILABLE FOR REAL ESTATE SECURITIES FILINGS: EFD filing is not available for any Real Estate Finance Bureau (REF) filings. REF filings must be submitted directly to the Department of Law. Only Form D filings to the Investor Protection Bureau (IPB) are currently accepted via EFD.

  2. REGISTRATION FEE EVERY FOUR YEARS PER ISSUER, NOT OFFERING: New York's initial and renewal notice fees are associated with the Issuer’s CIK and not an individual Form D offering. New York’s fee is based on the EDGAR aggregate offering amount submitted to the state per issuer CIK, starting once the first state notice filing for an offering for that issuer is filed with NY. The fee is $300 for aggregate amount offered by a CIK that is $500,000 or less. The fee is $1,200 if aggregate amount offered by a CIK is over $500,000. If the aggregate amount offered by a CIK begins at $500,000 or less and subsequently increases over the $500,000 threshold during the 4 year effectiveness period, then upon any filing by the CIK demonstrating such, an additional $900 fee will be charged, so that such CIK reaches the maximum fee of $1,200 for that effectiveness period. Supplemental fees of $30 will be charged when you provide a notice to the state excluding renewal notices and initial notices that are actually charged an initial $300 or $1,200 fee. Consequently, initial and renewal notices filed for subsequent offerings will be charged a $30 fee until the end of that CIK’s effectiveness period. CIK’s appearing on Multi-Issuer filings will be treated as a new filing for any CIK that is not currently effective with New York. Ongoing offerings that continue past the 4-year expiration date of a CIK’s New York notice filing must be renewed for a new 4-year period, and the full fee owed must be paid if the CIK has not already renewed it’s 4-year notice period via another offering. Failure to make such filing and payment may affect the validity of the CIK’s notice filing.

  3. NO REFUND FOR FEE OVERPAYMENT: A notice filing in New York is valid for four years from the date of the initial filing and thus the initial filing fee must be paid only once every four years. There will be no refund for overpayment of fees.

  4. FEE UNDERPAYMENT: If any notice filed Federal Regulation D Covered Securities Dealer who has paid the $300 fee for offerings of $500,000 or less has thereafter, within the notice filing period, offered or sold in excess of $500,000 a supplemental fee of $900 is immediately due. Such fee will be assessed upon filing of an amended Form D with EFD showing such increased offering amount, and will not extend the valid notice filed period.

  5. MULTI-ISSUER JURISDICTION: New York requires that each issuer qualifying as a Federal Regulation D Covered Securities Dealer submit a notice filing. If there are multiple Federal Regulation D Covered Securities Dealers listed on your Form D, each must pay the filing fee.

  6. SALES REPORT INFORMATION: All Federal Regulation D Covered Securities Dealers should include accurate information about each issuance at the time of submission of the notice to New York on the sales report. The “Numbers of Investors in State” and the “Amount Sold” should correspond to the number of investors in New York and the amount those investors had invested in the fund as of the date the notice is submitted.

  7. WITHDRAWAL: Any issuer submitting a withdrawal filing is thereby representing to the state that it did not sell any of the issued securities in New York during the notice filing period.

  8. NO FIRST TIME DIGITIZATIONS FOR AMENDMENTS: Form 99 notice filings made directly to New York on or prior to February 1, 2021 are valid through their expiration date, four years from the date of filing. An issuer may choose to file a Form D with EFD even though it has a current registration statement on file with New York via a Form 99. Any such issuer will have to pay the full registration fee and submit all required information, and will receive an EFD filing id, new registration date and begin a new four year registration period. Once filed through EFD, the issuer must submit all further related filings (i.e. amendments and renewals) through the EFD system. Amendments to Form 99 filings will not be accepted through EFD.

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