The Arizona ACC Form D notice filing is the paperwork an issuer sends to the Arizona Securities Division to claim a federal Regulation D, Rule 506 exemption for selling securities in Arizona without full state registration. You file a copy of your federal Form D, pay a $250 fee, and add an authorized signature so the state knows your offering is covered under A.R.S. § 44-1843.02(C) and rule A.A.C. R14-4-126.
Getting this filing right matters because a missed or late notice can expose your offering to a stop order, fines, or a loss of the exemption that lets you raise money in the first place. The federal piece alone draws heavy volume: the SEC reports tens of thousands of Form D notices each year, with Rule 506(b) offerings making up the large majority of them. Here is what you will learn in this guide:
- 📋 What the Arizona Form D notice filing is and exactly who must send it
- 🗂️ Every document and number you must gather before you start
- ✍️ A line-by-line walkthrough of each Form D item the state reviews
- 💵 How to file through the ACC portal, the NASAA EFD system, or by mail, with the fee for each
- ⚠️ The mistakes that get notices rejected and how to dodge each one
What the Form Is and Who Must File It
The Arizona Form D notice filing is a state notice, not a registration. The federal SEC Form D is the actual document, and Arizona simply asks for a copy of that same form plus a fee so the state has a record of your exempt offering. The legal hook is the National Securities Markets Improvement Act, which makes Rule 506 offerings “covered securities” that states cannot fully register but can require a notice for. Arizona uses A.R.S. § 44-1843.02(C) to demand that notice.
You must file if you sell or offer securities to even one investor in Arizona under Rule 506(b) or Rule 506(c) of federal Regulation D. An “investor in Arizona” means a person who lives in the state or whose principal place of business sits in the state. If a single Arizona resident buys into your fund, the duty to file is triggered, even if all your other investors live elsewhere.
The agency that receives the filing is the Arizona Securities Division, a part of the Arizona Corporation Commission. The rule that governs the mechanics is A.A.C. R14-4-126, which sets a $250 initial fee and a $100 final fee. The deadline ties to the federal one: you file within 15 days after your first sale to an Arizona investor.
Think of three people who all owe this filing. Carlos runs a software startup raising a friends-and-family seed round under 506(b). Diane manages a real estate syndication LLC raising money from the public under 506(c). Raj filed last year and now must file an annual amendment to keep his ongoing offering current. All three send Arizona a Form D, but their answers on the form differ.
A common misconception is that filing federally with the SEC also covers the state. It does not. The SEC and Arizona are separate filings with separate systems, and skipping the Arizona notice leaves you out of compliance even when your EDGAR filing is perfect.
Before You Start: Documents and Information You Need
Gather everything before you open the form, because the SEC’s EDGAR system logs you out one hour after your last keystroke. Pulling data together in advance keeps a half-finished filing from vanishing. Here is your pre-filing checklist:
- Your EDGAR CIK number and access codes. You cannot file federally without them, and Arizona wants a copy of the EDGAR-filed form. Missing credentials stall the whole process.
- Your Login.gov account. The SEC now routes EDGAR access through Login.gov, so without it the individual filer cannot sign in.
- The issuer’s exact legal name. It must match your formation documents, because a name mismatch makes the state record fail to tie to your entity.
- Your state of formation and entity type. Arizona checks whether you are an LLC, corporation, or limited partnership, and the wrong choice misstates who is liable.
- The date of first sale. This sets your 15-day clock, and guessing it can make your filing look late.
- Names and addresses of executive officers, directors, and managers. The form requires related persons, and leaving one out can be read as an omission.
- The exemption you are claiming. Know whether you are using Rule 506(b) or 506(c), since they carry different advertising rules.
- Total offering amount and amount sold so far. The form asks for both, and round guesses can trigger questions.
- The $250 filing fee payment method. A card for the portal or a check for mail; a wrong payment form delays acceptance.
- An authorized signer’s name and title. Arizona’s rule requires a manual or facsimile signature from someone the issuer authorizes.
If any item is missing, stop and find it first. Aisha, a startup CFO, once started a filing without the date of first sale and had to abandon it after the one-hour EDGAR timeout wiped her progress.
Where to Get the Form and How to Access It
There is only one true Form D, and it lives on the SEC’s site as a fillable federal document. You can download the official Form D PDF to draft your answers offline before you type them into EDGAR. Arizona does not publish its own separate Form D; it simply requires a copy of the federal one, which you can confirm on the ACC securities forms page.
To create the official electronic version, you file the form through the SEC’s EDGAR Online Forms Login. New filers must first submit a Form ID to request EDGAR access, then obtain Login.gov credentials and coordinate an EDGAR role with the company’s account administrator. Only after the federal filing exists can you cleanly hand a copy to Arizona.
For the Arizona side, the state offers its own electronic intake on the Division’s Form D filing page. Arizona also accepts filings through the multistate NASAA Electronic Filing Depository, which became available for Arizona on August 14, 2023. Paper copies still go to the Securities Division by mail.
A frequent misconception is that the Arizona portal generates the form for you. It does not. You complete the federal Form D first, then submit a copy and the fee to Arizona, so always build the federal filing before you touch the state step.
Step-by-Step: How to Fill Out Form D Line by Line
The federal Form D is organized into numbered Items, and Arizona reviews the same answers. Below, each major Item gets its own walkthrough. Use the exact item names printed on the form, and remember Arizona reads the copy you submit, so accuracy on the federal form flows straight into your state record.
Item 1: Issuer’s Identity
This item asks who is selling the securities. You enter the issuer’s full legal name, any previous names, and any other names the entity uses. Type the name exactly as it appears on your articles of organization or incorporation.
Carlos writes Northstar Software, Inc. in the issuer name box because that is the exact name on his Arizona incorporation papers. If your entity has never used another name, you leave the “previous names” field blank rather than typing “none.”
A common edge case is a recent name change. If you converted from Northstar Labs LLC to Northstar Software, Inc. last year, list the old name under previous names so the record links to your earlier history. The most common mistake here is entering a “doing business as” name instead of the legal name, which makes the state record fail to match your entity and can delay acceptance. A frequent misconception is that abbreviations are fine; using Northstar Inc when the charter says Northstar Software, Inc. can break the cross-check.
Item 2: Principal Place of Business and Contact Information
This item asks where the issuer is based and how to reach it. You provide the street address, city, state, ZIP code, and a phone number for the issuer. Use the address where the company actually operates, not a lawyer’s office, unless that office is the true principal place.
Diane enters her syndication’s address as 4500 E Camelback Rd, Suite 200, Phoenix, AZ 85018 with the company’s main phone line. This Arizona address is one signal the Division uses to confirm an in-state connection.
An edge case appears when the issuer uses a registered-agent address or a P.O. Box. Use the physical operating address when one exists, because regulators may question a mailbox-only location. The common mistake is listing a personal home address that later changes without an amendment, which leaves the state with stale contact data. The misconception is that this address sets jurisdiction; in truth, an out-of-state issuer still owes the Arizona notice if it sells to an Arizona investor.
Item 3: Related Persons
This item asks for the people tied to the issuer. You list each executive officer, director, and, for an LLC, each manager, with their name and relationship. Enter last name, first name, and middle name in the fields provided, then check the boxes for their roles.
Raj lists himself as Patel, Raj and checks both “Executive Officer” and “Director” because he holds both roles in his company. For a manager-managed LLC, you check “Director” for the managers, as the form treats them that way.
An edge case is a person who fills more than one role; check every box that applies rather than picking one. The common mistake is omitting a passive director to keep the list short, which the Division can treat as a material omission. The misconception is that only owners go here; the form wants control persons, so a non-owner officer still belongs on the list.
Item 4: Industry Group
This item asks what business the issuer is in. You pick one industry category from the list, such as technology, real estate, or pooled investment fund. Choose the single category that best fits your main activity.
Carlos selects Other Technology for his software startup, while Diane selects Real Estate and then the Residential subcategory for her syndication. If you run a fund, you must also answer whether you are a hedge fund, private equity fund, or venture capital fund.
An edge case is a business that spans two industries; pick the dominant one rather than guessing. The common mistake is choosing “Other” when a precise category exists, which can flag your filing for extra review. The misconception is that the industry pick is cosmetic; it actually shapes how regulators screen the offering.
Item 5: Issuer Size
This item asks about the issuer’s revenue or net asset value. You either select a revenue range or, for funds, an aggregate net asset value range, or you may “decline to disclose.” Pick the band that matches your most recent figures.
Carlos, a pre-revenue startup, checks the No Revenues box because his company has not yet earned money. A fund like Diane’s instead reports an aggregate net asset value range.
An edge case is a brand-new entity with no financials; the “No Revenues” or “Decline to Disclose” options exist for exactly that. The common mistake is inflating the revenue band to look bigger, which creates a false statement on a federal form. The misconception is that this field is required detail; you may decline to disclose, though declining tells regulators less about you.
Item 6: Federal Exemptions and Exclusions Claimed
This item asks which Regulation D rule you rely on. You check the box for Rule 506(b) or Rule 506(c). This choice is the heart of your Arizona notice, because only 506 offerings are “covered securities” that Arizona handles by notice.
Carlos checks Rule 506(b) because he raised money quietly from people he knows without advertising. Diane checks Rule 506(c) because she advertised her real estate fund publicly and verified that every investor is accredited.
An edge case is an offering that started under 506(b) and switched to 506(c); you check the rule you actually rely on at filing. The common mistake is checking 506(c) while doing no investor verification, which can blow the exemption. The misconception is that the two rules are interchangeable; 506(c) allows general solicitation but demands proof of accredited status, while 506(b) bans solicitation.
Item 7: Type of Filing
This item asks whether this is a new notice or an amendment. You check “New Notice” for a first filing or “Amendment” to update a prior one, and for a new notice you may enter a date of first sale or check “Yet to Occur.”
Raj checks Amendment and enters his original filing’s information because he is updating an offering that began last year. A first-time filer like Carlos checks New Notice instead.
An edge case is an offering with no sales yet; check “Date of First Sale Yet to Occur” rather than inventing a date. The common mistake is filing a new notice when an amendment is required, which clutters the record and can misstate your timeline. The misconception is that amendments are optional; an annual amendment is required while the offering continues, and material changes require one too.
Item 8: Duration of Offering
This item asks whether the offering will last more than one year. You check “Yes” or “No” to whether the offering is expected to last over a year from the first sale. Answer based on your real fundraising plan.
Diane checks Yes because her real estate fund will accept investors over an 18-month window. A startup closing a quick round, like Carlos’s, often checks No.
An edge case is an open-ended fund that never truly closes; checking “Yes” reflects that ongoing nature. The common mistake is checking “No” and then continuing to sell past a year without an amendment, which leaves your filing stale. The misconception is that this answer locks you in; you can extend through an amendment if plans change.
Item 9: Type(s) of Securities Offered
This item asks what kind of security you sell. You check all that apply, such as equity, debt, pooled investment fund interests, or options. Match the boxes to the instruments in your offering documents.
Carlos checks Equity because he sells preferred stock to seed investors. Diane checks Pooled Investment Fund Interests because investors buy LLC membership units in her fund.
An edge case is a convertible note, which is debt that can become equity; check the box that matches the instrument you are issuing now. The common mistake is checking only one box when the round includes more than one security type, which understates the offering. The misconception is that the label here is loose; it should track the exact instrument named in your subscription documents.
Item 10: Business Combination Transaction
This item asks whether the offering relates to a merger, acquisition, or similar deal. You check “Yes” or “No.” Most operating-company raises and most funds check “No.”
Carlos checks No because his round funds ordinary growth, not a merger. A company raising money specifically to acquire another business would check Yes.
An edge case is a raise that funds a future acquisition not yet identified; if the offering is not itself the combination, “No” is usually correct. The common mistake is overthinking and checking “Yes” for a routine growth round, which invites questions. The misconception is that any future deal triggers “Yes”; the item targets offerings tied to a specific combination.
Item 11: Minimum Investment
This item asks the smallest amount a single outside investor may put in. You enter a dollar figure for the minimum accepted from any outside investor. Enter 0 if there is no set minimum.
Diane enters $50,000 because her fund will not accept a check smaller than that. A startup with no floor enters $0.
An edge case is a minimum that the issuer waives for some investors; report the standard minimum that applies to outside investors generally. The common mistake is confusing the minimum with the total raise, which puts a tiny number in a field meant for the per-investor floor. The misconception is that a high minimum proves an offering is exempt; the minimum does not by itself establish any exemption.
Item 12: Sales Compensation
This item asks whether anyone is paid to sell the securities. You list any broker-dealer or person receiving sales commissions, with their name, CRD number, and the states where they solicit. If no one is paid, you note that none are involved.
Diane lists her placement agent, Summit Capital Partners, with its CRD number because the agent earns a commission. Carlos, who sells his own stock with no paid help, indicates no recipients.
An edge case is an unregistered finder; paying a finder a commission can itself break securities law, so this field can expose a deeper problem. The common mistake is leaving a paid salesperson off the list, which hides material compensation. The misconception is that founders selling their own shares must list themselves here; uncompensated officers generally are not “recipients.”
Item 13: Offering and Sales Amounts
This item asks how much you plan to raise and how much you have sold. You enter the total offering amount and the total amount sold to date, and enter the remaining figure if applicable. Use real numbers from your cap table.
Carlos enters a $2,000,000 total offering amount and $750,000 sold so far because he has closed part of his seed round. You may enter “Indefinite” for the total amount in an open-ended fund.
An edge case is a fund with no fixed cap; “Indefinite” is the proper entry rather than a made-up ceiling. The common mistake is reporting the target raise as “amount sold,” which overstates closed sales. The misconception is that you must update this after every sale; you update through an annual amendment or upon a material change, not after each check.
Item 14: Investors
This item asks about the number and type of investors. You enter the number of investors who have already bought and indicate whether any are non-accredited. For 506(c), every investor must be accredited.
Carlos enters 6 investors and notes that all are accredited in his 506(b) round. If he had included a non-accredited investor, he would report that count and confirm the disclosure rules were met.
An edge case is a 506(b) round with up to 35 non-accredited investors; you may include them but must meet added disclosure duties. The common mistake is reporting non-accredited investors in a 506(c) offering, which destroys the exemption. The misconception is that “accredited” is self-declared under 506(c); that rule requires the issuer to verify accredited status.
Item 15: Sales Commissions and Finders’ Fees
This item asks the dollar amounts paid in sales commissions and finders’ fees. You enter the commission total and the finders’ fee total, or 0 if none. These figures should align with the recipients you listed in Item 12.
Diane enters a $300,000 sales commission figure that matches the placement agent fee tied to Summit Capital Partners. A founder-led round with no paid help enters $0 in both boxes.
An edge case is fees that are estimated rather than final; enter your best good-faith figure and amend if it changes. The common mistake is listing a recipient in Item 12 but entering $0 here, which contradicts the form. The misconception is that small finders’ fees need not be reported; any commission or finder payment belongs in these boxes.
Item 16: Use of Proceeds
This item asks how much of the money goes to officers, directors, or affiliates. You enter the dollar amount of gross proceeds used to make payments to any of the named related persons. Enter 0 if none of the proceeds go to insiders.
Carlos enters $0 because his seed money funds product development, not insider payments. A deal that pays a founder a large acquisition fee would report that amount here.
An edge case is a reasonable salary paid from proceeds; ordinary compensation is generally not the targeted “payment to related persons,” but large transfers are. The common mistake is hiding insider payments by entering $0, which is a false statement. The misconception is that this field is rarely checked; regulators use it to spot self-dealing, so accuracy protects you.
The Arizona Signature and Fee Wrapper
After the federal Items, Arizona requires its own layer. Rule A.A.C. R14-4-126 says the notice on Form D must carry a manual or facsimile signature of a person the issuer authorizes, and the form is considered filed when the Division receives it with the fee.
Raj signs as Raj Patel, Manager and submits the $250 initial fee with his copy of the federal Form D. The common mistake is sending the copy without the signature or fee, which means the notice is not considered filed at all. The misconception is that the EDGAR e-signature satisfies Arizona; the state wants its own authorized signature on the copy you send.
Three Filled-Out Examples Using Real Scenarios
These walkthroughs follow three filers through the full form so you can see how answers change with the facts.
Scenario 1: Carlos, SaaS startup, Rule 506(b) seed round
| Form Section | What Carlos Enters |
|---|---|
| Item 1, Issuer Name | Northstar Software, Inc. |
| Item 2, Principal Place | Phoenix, AZ operating address and phone |
| Item 3, Related Persons | Carlos Mendez, Executive Officer and Director |
| Item 4, Industry Group | Other Technology |
| Item 6, Exemption | Rule 506(b) |
| Item 7, Type of Filing | New Notice |
| Item 9, Securities | Equity (preferred stock) |
| Item 13, Amounts | $2,000,000 total, $750,000 sold |
| Item 14, Investors | 6, all accredited |
| Arizona Wrapper | Signs, pays $250 fee |
Scenario 2: Diane, real estate syndication, Rule 506(c) fund
| Form Section | What Diane Enters |
|---|---|
| Item 1, Issuer Name | Camelback Income Fund LLC |
| Item 2, Principal Place | Phoenix, AZ suite address and phone |
| Item 3, Related Persons | Diane Ross, Manager (Director box) |
| Item 4, Industry Group | Real Estate, Residential |
| Item 6, Exemption | Rule 506(c) |
| Item 9, Securities | Pooled Investment Fund Interests |
| Item 11, Minimum Investment | $50,000 |
| Item 12, Sales Compensation | Summit Capital Partners, with CRD number |
| Item 13, Amounts | $10,000,000 total |
| Arizona Wrapper | Signs, pays $250 fee |
Scenario 3: Raj, annual amendment to an existing offering
| Form Section | What Raj Enters |
|---|---|
| Item 1, Issuer Name | Patel Ventures LLC |
| Item 3, Related Persons | Raj Patel, Manager |
| Item 6, Exemption | Rule 506(b) |
| Item 7, Type of Filing | Amendment |
| Item 8, Duration | Yes, more than one year |
| Item 13, Amounts | Updated $4,000,000 sold to date |
| Item 14, Investors | Updated 22 investors |
| Item 15, Commissions | $0 |
| Item 16, Use of Proceeds | $0 to insiders |
| Arizona Wrapper | Signs, pays $100 final or renewal fee |
How to File the Completed Form
You file in two places: federally with the SEC, then with Arizona. The federal filing is required first, and it is free. After that, you submit the copy and fee to the state through one of three channels.
Channel 1: SEC EDGAR (federal, required first). File online at the SEC’s EDGAR Online Forms Login. There is no fee. New filers must first submit a Form ID for access. Processing is immediate once accepted, and your proof of filing is the EDGAR confirmation and accession number, which you should save.
Channel 2: Arizona ACC online portal. Submit your copy and the $250 fee on the Division’s Form D filing page. The fee is $250 for an initial notice and $100 for the final fee, payable by card through the portal. Online intake is the fastest state route, and your proof is the portal’s electronic confirmation.
Channel 3: NASAA Electronic Filing Depository. File through the NASAA EFD system, available for Arizona since August 14, 2023. You pay the $250 state fee by card inside EFD, and the system routes the filing to Arizona. Your proof is the EFD confirmation receipt, which you should download.
Channel 4: Paper by mail. Mail a copy of Form D and a check for the fee to the Arizona Securities Division at 1300 W. Washington St., Phoenix, AZ 85007. Make the check payable to the Arizona Corporation Commission. Mail is the slowest channel, so keep your certified-mail receipt as proof and allow extra time. The main Division phone is (602) 542-4242 if you need to confirm receipt.
What Happens After You File
Once the Division receives your signed copy and fee, the notice is considered filed under A.A.C. R14-4-126. You usually get an electronic confirmation through the portal or EFD; paper filers should watch for a stamped acknowledgment. Keep that proof with your offering records, because it is your evidence that the state was notified on time.
A notice filing does not mean the state “approved” your offering. The Division reviews for completeness and may contact you if the form has gaps or if the fee is short. If your offering continues past a year, you must file an annual amendment, and any material change also requires an amendment.
If you skip the filing or file late, the Division can question whether the exemption applies, which can lead to enforcement, a stop order, or rescission rights for investors. Diane keeps a calendar reminder for her annual amendment so her ongoing fund never lapses. Staying current is far cheaper than fixing a missed notice after investors have already bought in.
Mistakes to Avoid When Filling Out the Form
Each mistake below carries a real cost, so check your form against this list before you file.
- Filing federally but skipping Arizona. The state notice is separate, and skipping it leaves you out of compliance even with a perfect EDGAR record.
- Missing the 15-day deadline. A late notice can make the Division question your exemption and trigger penalties.
- Entering a DBA or abbreviation in Item 1. A name mismatch breaks the record link to your entity and delays acceptance.
- Choosing the wrong exemption in Item 6. Checking 506(c) without verifying investors can destroy the exemption.
- Listing non-accredited investors in a 506(c) offering. Even one such investor blows the 506(c) exemption.
- Omitting a director or manager in Item 3. A missing control person can be treated as a material omission.
- Underpaying or forgetting the $250 fee. The notice is not considered filed until the fee arrives, so a short payment means no valid filing.
- Sending the copy without the authorized signature. Arizona’s rule requires a manual or facsimile signature, and its absence voids the notice.
- Reporting the target raise as “amount sold” in Item 13. This overstates closed sales and misleads the record.
- Filing a new notice instead of an amendment. This clutters the record and can misstate your offering timeline.
- Forgetting the annual amendment. An offering that runs past a year without an amendment goes stale and risks the exemption.
- Letting the EDGAR session time out. The one-hour limit can erase a half-finished filing, so gather all data first.
Do’s and Don’ts
Do’s
- Do file the federal Form D on EDGAR first, because Arizona wants a copy of that exact form.
- Do gather every field answer before logging in, because EDGAR logs you out after one hour of inactivity.
- Do use the exact legal name from your charter, because the state cross-checks it against your entity record.
- Do pay the full $250 fee, because the notice is not filed until the fee is received.
- Do save your confirmation, because it proves you notified the state on time.
- Do calendar your annual amendment, because ongoing offerings must stay current.
Don’ts
- Don’t advertise a 506(b) offering, because general solicitation breaks that exemption.
- Don’t claim 506(c) without verifying accredited status, because verification is required there.
- Don’t guess your date of first sale, because it sets the 15-day clock and a wrong date can look late.
- Don’t omit related persons, because the Division can treat gaps as material omissions.
- Don’t mail without keeping proof, because you need evidence the copy and fee arrived.
- Don’t assume SEC filing covers the state, because the two filings are fully separate.
Pros and Cons of Filing on Your Own vs. With Help
| Filing Pro Se | Filing With a Securities Attorney |
|---|---|
| Pro: You save legal fees, which matters for a lean startup. | Pro: A lawyer confirms the right exemption, reducing the risk of a blown 506(c). |
| Pro: You learn your own cap table and offering terms deeply. | Pro: A pro handles EDGAR access and multistate notices for you. |
| Pro: Simple single-investor filings are manageable alone. | Pro: Counsel spots related-person and compensation traps in Items 3 and 12. |
| Con: One wrong exemption box can void the offering. | Con: Legal fees add cost to a small raise. |
| Con: The one-hour EDGAR timeout can erase your work. | Con: You depend on the lawyer’s timeline near your 15-day deadline. |
| Con: Missing the annual amendment is easy to do alone. | Con: Over-reliance can leave you unfamiliar with your own filing. |
FAQs
Do I need to file a Form D with Arizona if I already filed with the SEC?
Yes. The SEC and Arizona filings are separate. You must send Arizona a copy of your federal Form D plus the $250 fee, even when your EDGAR filing is complete and accepted.
Is there a fee for the Arizona Form D notice filing?
Yes. Arizona charges a $250 initial fee under rule R14-4-126, plus a $100 final fee. The federal SEC filing itself, by contrast, carries no fee at all.
Do I have to file if only one Arizona resident invests?
Yes. A single Arizona investor triggers the notice duty. You must file within 15 days of that first Arizona sale, regardless of where your other investors live.
Do I check Rule 506(b) or 506(c) in Item 6 if I advertised the offering?
Yes, check 506(c) if you generally solicited or advertised, but only if you verified that every investor is accredited. Without verification, 506(c) is not available to you.
Do I list non-accredited investors in Item 14 for a 506(c) offering?
No. A 506(c) offering must sell only to accredited investors. Reporting any non-accredited investor in a 506(c) filing signals that the exemption has been lost.
Do I write a DBA name in Item 1?
No. Use the issuer’s exact legal name from your formation documents. A DBA or abbreviation can break the record match to your entity and delay acceptance of the notice.
Do I enter the total raise as the “amount sold” in Item 13?
No. The amount sold means sales already closed, not your target. Enter the real closed figure and the separate total offering amount in their own fields.
Do I need an authorized signature on the Arizona copy?
Yes. Rule R14-4-126 requires a manual or facsimile signature from a person the issuer authorizes. Without it, the notice is not considered filed in Arizona.
Do I have to file an annual amendment?
Yes. If your offering continues past one year, you must file an annual amendment, and any material change to the offering also requires an amendment.
Do I file the Arizona notice before or after the SEC filing?
No, not before. File the federal Form D on EDGAR first, then submit a copy and the fee to Arizona, since the state wants a copy of the federal form.
Do I include officers who are not owners in Item 3?
Yes. Item 3 wants control persons, so executive officers, directors, and LLC managers belong there even if they hold no ownership stake in the issuer.
Do I report finders’ fees in Item 15 if they are small?
Yes. Any commission or finder payment must be reported in Item 15, and it should match the recipients you listed in Item 12. Small amounts are not exempt from disclosure.
Do I owe the Arizona fee again when I file an amendment?
Yes, in many cases. A final amendment carries the $100 final fee, and renewal or material-change amendments can carry fees, so confirm the current amount before you submit.
Do I have to use the NASAA EFD system to file in Arizona?
No. EFD is one option since August 14, 2023, but you may also use the ACC’s own online portal or mail a paper copy with a check to the Securities Division.
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