Brokers, Dealers, Salespersons

For information on the Dec. 2, 2020 revisions to 13 NYCRR Part 10, please visit IPB Rule Change.

Frequently Asked Questions (FAQs)

In addition to the below, please review the Broker-Dealer and Securities Registration Information Sheet above and the Part 10 – EFD Form D Guidance for information on broker, dealer and salesperson registration.

The department has civil and criminal authority to initiate action and impose costs, which are determined on a case by case basis.

If the issuer is registered or has otherwise properly filed in New York, secondary trading is permissible.

No. Registration fees are non-refundable.

By statute, registrations are filed when received. However upon review, if the filing was incomplete it may not be considered filed.

If the combined new offering now totals more than five hundred thousand dollars, then an additional nine hundred dollars must be paid. There is no need to file a new form, but please send a letter and explain the details. In addition, a further state notice with a fee of $75 must be sent to the Secretary of State for the new issuance.

These forms can be downloaded here: State Forms. Please note that the State Notice and Further State Notice and the accompanying fees are to be filed with NYS Department of State, State Records, One Commerce Plaza, 99 Washington Avenue, Albany, New York 12231-0001.

Offerings of $500,000 or less, the filing fee is $300. Offerings for more than $500,000, the filing fee is $1,200.

Yes. Each Federal Regulation D Covered Securities Dealer must submit the required fee.

The fee in EFD is derived from the total amount of the EDGAR offering.

Paper personal checks are not accepted. Send an attorney’s check, certified check, bank check, company check or money order made payable to: New York State Department of Law. You can also use OAG’s ePayment system. Please review the ePay system user guide.

New York has begun accepting Form D filings through efdnasaa.org beginning December 2, 2020. In general, Form 99 amendments to a Form 99 in effect prior to December 2, 2020 must be made on the Form 99. See Part 10 – EFD Form D Guidance.

Yes, issuers can voluntarily submit the form NF for registration of UITs through the EFD system. EFD allows filers to pay the state filing fee electronically. EFD filers need not submit the U-2 consent to service, state notice or further state notice.

As of May 2021, the message reads as follows:

Real Estate Securities: 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.

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.

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.

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.

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.

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 a new filing id (the EFDID), 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 on the Form D through EFD.

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.

Registration:

    • Securities
      • M-11
      • State Notice
      • Form 99
        Retired other than for the limited purpose of making amendments to Form 99 filings submitted prior to February 1, 2021 and active through December 2, 2024.
    • Theatrical Financing
  • Open Management Type Co. NF  (PDF) (replaces form M1A)

Exemption Filing General:

Designation of Service of Process Agent General:

  • Uniform Instruction Sheet (Designation Pro.)

Security Takeover

Notice of Appearance Form