Exemptions from Registration under Regulation D
All Regulation (Reg.) D, Rule 506 applications should be filed with the Division of Securities within 15 calendar days of the first sale in Kentucky and should include all of the following:
1. One copy of Form D as filed electronically with the Securities and Exchange Commission (SEC).
2. A statement from any person authorized to act on behalf of the issuer that a federal filing has been made or will be made at the same time.
3. A statement disclosing the date of the first sale made in Kentucky.
4. Notice filing fee of $250. Make checks payable to the Kentucky State Treasurer.
The Division of Securities may ask you to file voluntarily one copy of all offering materials distributed to offerees as part of the notice filing. If we make such a request, it will appear in the division's acknowledgment of the notice filing. Offering materials include any Private Placement Memorandum; current issuer financial statements (including audited balance sheet, if required); executive summaries and all other documents provided to offerees in the offering package.
Self-reported late filings will result in a fine of at least $250 in addition to the $250 notice filing fee. The fine may be larger if you do not self-report the late filing. The commissioner may also issue a stop order suspending the offer and sale of the securities if necessary or to protect investors.
NOTE: You must file all amendments to Form D with the Division of Securities, including final amendments reporting closed offerings and total sales on the appendix pages.
For more information, see KRS 292.327(2), KRS 292.430 and KRS 292.500 (14) and (15), and 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 DFI and provided to investors following the Offering Document Guidelines. (See “Documents” below.) For more information on Reg. D Rule 504 and 505 filings, see 808 KAR 10:210.
Contact Anthony Murphy at (502) 782-9062 with questions regarding these claims of exemptions.
Notice Filings/Exemptions from Registration
Except for Unit Investment Trust filings, notice filings in Kentucky for all investment companies registered under the Investment Company Act of 1940 that contain more than one fund or portfolio will be required to pay $1,000. Any notice filing that contains no more than a single fund or portfolio will be required to pay $500.
Mutual funds and unit investment trusts (UITs) require that a Form NF Uniform Investment Company Notice Filing be filed with DFI. For more information, see KRS 292.327.
Contact Leslee Cope at (502) 782-9056 with 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 Section 1. 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 DFI 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 Anthony Murphy at (502) 782-9062 with questions regarding these claims of exemption.
DisclaimerThe Division of Securities does not respond to requests for written opinions on an “informal” basis, such as through emails. 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 act’s provisions are consistently applied. See KRS 292.420(3).