General Information

Under the Securities Act of 1933, the offer and sale of securities must be registered unless an exemption from registration is available. Regulation D contains multiple exemptions from federal registration of a securities offering. The most common offerings exempted under Regulation D are Rule 504, Rule 506(b), and Rule 506(c) offerings. The Indiana Secretary of State, Securities Division (“Division”) regulates the issuance of securities through Regulation D exemptions as codified at Ind. Code § 23-19-2-2(25). A Company that complies with the requirements of a Regulation D offering does not have to register its offering with the Division, however, it must submit a notice filing to the Division. The notice filing accepted by the Division is the Form D, which is also accepted by the Securities and Exchange Commission (“SEC”).

The Electronic Filing Depository (“EFD”) created by the North American Securities Administrators Association (“NASAA”) allows filers and issuers the ability to electronically submit a Form D to multiple jurisdictions, including Indiana. Issuers claiming an exemption under Rule 506 of Regulation D are required to submit the Form D through the EFD system, while issuers filing under Rule 504 can submit either through the EFD system or by mail to the Division.

The offerings under Regulation D vary in terms of dollar limits, investor requirements, manner of offering, filing requirements, issuer requirements, and additional other items. To determine the application of a particular law or rule, or otherwise determine which exemptions may be applicable to an offering, consult with legal counsel.

Requirements
  • There is no filing fee associated with Regulation D offerings.
  • Issuers are not required to submit any renewals or amendments.
  • Issuers must file a Form D within fifteen (15) days of the first sale in Indiana.
    • If claiming an exemption under Rule 504, the issuer may submit by mail to the Division or electronically through EFD.
    • If claiming an exemption under Rule 506, the issuer is required to submit the Form D through the EFD system.
  • Additional information from the issuer may be required upon the Commissioner's request.
Relevant Law

Indiana Code [23-19]
Indiana Administrative Code [710 IAC 4]
Electronic Filing of Regulation D Rule 506 Offerings [17-0058 AO - September 21, 2017]
Compliance Alert: Indiana Securities Division Response to the COVID-19 Outbreak [March 24, 2020]

Helpful Resources

Notice of Exempt Offering of Securities [Form D]
Regulation D
Regulation D Offerings – Fast Answers
Rule 504 of Regulation D – Fast Answers
Rule 506 of Regulation D – Fast Answers
Rule 506 of Regulation D – Investor.gov
Securities Act of 1933

Division Personnel

Connor Skelly
Registrations Attorney
cskelly@sos.in.gov
317-234-2026