How to Register Securities for Sale in Kentucky
Kentucky law requires every security offered or sold in Kentucky to be registered unless it is exempt or is a covered security.
Please Note: All checks submitted to the Division of Securities must be made payable to the Kentucky State Treasurer.
Registrations:
To register a security in Kentucky, Forms U1, U2 and other documents required by statute or regulation must be filed with the Office of Financial Institutions (OFI). More information can be found in Kentucky Revised Statutes (KRS) 292.350, KRS 292.360, KRS 292.370 and KRS 292.380. There is an examination fee of $125 and a registration fee of 0.06 percent of the total amount of securities to be offered in Kentucky, with a minimum of $60 and a maximum of $1,200. All checks should be made payable to the Kentucky State Treasurer.
Viaticals, including life settlement interests, must be registered and the appropriate forms filed with OFI. For more information, see 808 KAR 10:410.
Contact Stephen Pulliam at 502-573-3390, ext. 289, with any questions regarding the registration of securities.
Exemptions from Registration Under Regulation D:
All Regulation (Reg) D, Rule 506, applications shall be filed with the Division of Securities within 15 calendar days of the first sale in Kentucky and shall include all of the following:
- One manually executed Form D complete with appendix pages.
- One manually executed Form U2.
- One manually executed Form U2A, if separate from Form U2.
- One copy of all offering materials distributed to offerees (offering materials include any private placement memorandum; current issuer financial statements, including audited balance sheet if required; executive summaries; and other companion documents accompanying the required materials).
- Written certification from an authorized official that a federal filing has been made or will be made contemporaneously.
- Notice filing fee of $250. Make checks payable to the Kentucky State Treasurer.
The late filing of an exemption claim, if self-reported, will not be subject to enforcement action if accompanied by payment of a $250 fine in addition to the $250 notice filing fee.
PLEASE NOTE: All amendments to Form D must be filed with the Division of Securities, including final amendments reporting closed offerings and total sales on the appendix pages.
More information can be found in KRS 292.327(2) and KRS 292.430, as well as in federal laws 15 USC 77r 18(b)(4)(D) and 17 CFR 230.502-230.503.
Reg D Rules 504 and 505 require offering materials to be filed with OFI and provided to investors following the Offering Document Guidelines. More information on Reg D 504 and 505 can be found in 808 KAR 10:210.
Notice Filings/Exemptions from Registration:
Mutual funds and unit investment trusts (UITs) require that a Form NF Uniform Investment Company Notice Filing be filed with OFI. More information can be found in KRS 292.327.
Contact Angela Luttrell at 502-573-3390, ext. 279, with any questions regarding notice filings for mutual funds and UITs.
Nonprofit and not-for-profit entities can file for an exemption by complying with the provisions of 808 KAR 10:170. No form is required, and there is no fee. For more information, see KRS 292.400(9).
An employee benefits plan or stock option incentive plan may qualify for a securities exemption. There is no form, but a copy of the plan must be filed with OFI along with a letter stating that the issuer wishes to claim an exemption pursuant to KRS 292.400(11). There is no fee. In some instances, offerings of this type may not require any paperwork to be filed.
Contact Stephen Pulliam at 502-573-3390, ext. 289, with any questions regarding these claims of exemption.
Issuer Agent Registration:
Issuer agents who need information about registering as an individual to sell these types of products may visit that section on the OFI Web page Securities Firms and Individuals - How to Register.
Documents:
Form U1 - Uniform Application to Register Securities [DOC 45K]
Form U2 - Uniform Consent to Service of Process [DOC 57K]
Form U2A - Uniform Corporate Resolution [PDF 97K]
Form D Federal Regulation D Notice Filing [PDF 355K]
Offering Document Guidelines [PDF 26K]
Form NF Uniform Investment Company Notice Filing [PDF 175K]
Viatical Disclosure Document A [DOC 44K]
Viatical Disclosure Document B [DOC 37K]
Viatical Rescission Document [DOC 26K]
For More Information:
Contact Hope McDonald at 502-573-3390, ext. 287, with any questions regarding registration of issuer agents.
The Division of Securities does not respond to requests for written opinions on an “informal” basis such as e-mails. The Kentucky Securities Act, KRS Chapter 292, sets out a formal process for obtaining written rulings that requires a letter filing (along with a fee of $250) containing all of the relevant facts and circumstances of the proposed transaction(s) so that a thorough consideration of all the issues presented can be made, and to ensure that the provisions of the Act are consistently applied. See KRS 292.420(2).
Office of Financial Institutions
1025 Capital Center Drive
Suite 200
Frankfort, KY 40601
Phone: 502-573-3390
Fax: 502-573-0086
E-mail: kfi@ky.gov