The Massachusetts Form D Notice is the federal SEC Form D filed with the Massachusetts Securities Division to claim the state exemption for a private offering sold under Regulation D, Rule 506. Any company that sells securities to even one Massachusetts investor under Rule 506 must file this notice, pay a fee, and consent to service of process, or it loses the exemption that lets it skip full state registration. The rule that drives this is 950 CMR 14.402(B)(13)(l), which sets a hard 15-calendar-day clock that starts on the first sale in the Commonwealth.
Getting this wrong is costly. The Division will not refund your fee if you file the wrong amount, and a missed notice can expose your whole raise to a rescission claim under M.G.L. c. 110A, § 410, meaning every Massachusetts investor could demand their money back with interest. More than 200,000 Form D offerings are filed across the states each year through the NASAA Electronic Filing Depository, and a large share of issuers still miss at least one state notice deadline.
Here is what you will learn in this guide:
- ✅ What the Massachusetts Form D Notice is and who is legally required to file it
- 📋 Every document, number, and signature you must gather before you open the form
- 🖥️ How to fill out SEC Form D line by line, Item 1 through Item 16, for a Massachusetts filing
- 💸 The exact filing fees, the 15-day deadline, and the penalties for getting them wrong
- 🧭 Three real filer walkthroughs, common mistakes, and answers to the questions filers ask most
What the Form Is and Who Must File It
The Massachusetts Form D Notice is not a separate state form. It is the same SEC Form D you file with the federal government, submitted a second time to the Massachusetts Securities Division as a state “notice filing.” The Division uses it to know that a private offering is reaching Massachusetts residents and to confirm the issuer qualifies for the federal-covered exemption under Rule 506.
You must file if you sell securities to at least one person in Massachusetts in reliance on Rule 506(b) or Rule 506(c). This includes startups raising seed money, real estate syndicators, private equity and venture funds, and any pooled investment vehicle. The trigger is a sale, not an offer. If you only talk to Massachusetts investors but no one buys, the 15-day clock has not started yet.
The receiving agency is the Massachusetts Securities Division, part of the Office of the Secretary of the Commonwealth. The governing statute is the Massachusetts Uniform Securities Act, M.G.L. c. 110A, and the controlling rule is 950 CMR 14.402(B)(13)(l). The deadline is 15 calendar days after the first sale in the Commonwealth, and the penalty for non-compliance is loss of the exemption plus possible enforcement under M.G.L. c. 110A, §§ 407A and 408.
A common misconception is that filing with the SEC alone covers Massachusetts. It does not. Federal law lets states require their own notice filing for Rule 506 offerings, and Massachusetts does. A second misconception is that small “friends and family” rounds are exempt from the notice; if those friends bought under Rule 506, the notice is still due.
Before You Start: Documents and Information You Need
Filing goes faster when you gather everything first. The notice itself is short, but it pulls from your SEC filing, your formation documents, and your investor records. Missing any one item below can stall the filing or cause the Division to reject it.
Here is the pre-filing checklist. Collect each item before you open the form:
- Your completed SEC Form D / EDGAR filing. The state notice copies the federal one, and the EFD system will not let you file the state notice until EDGAR is done first; without it you cannot file electronically.
- Your CIK and EDGAR access codes (CCC). You need these to access or import your federal Form D; losing them delays you days while you request new codes from the SEC.
- Exact legal name of the issuer. It must match your certificate of incorporation or organization, because a mismatch can break the link between your state and federal filings.
- Jurisdiction and date of formation. The form asks where and when the entity was created; a wrong state here misstates your legal identity.
- Principal place of business address and phone. This must be a real address, not just a registrar; the Division mails notices here.
- Names and addresses of all executive officers, directors, and promoters. These are required disclosures, and leaving one out is a false filing.
- The date of your first sale in Massachusetts. This sets your 15-day deadline, so an inaccurate date can make you late before you even file.
- Total offering amount and amount sold to date. These figures set your filing fee tier, and guessing wrong means you pay the wrong fee.
- A signed Form U-2 Consent to Service of Process, plus Form U-2A if your entity requires a corporate resolution. Massachusetts requires this so it can sue or serve you in-state; without it the filing is incomplete.
- Payment ready by check, money order, or wire. Fees are non-refundable, so confirm the amount before you send anything.
If you are filing through EFD, also have a credit card or ACH details ready for the $150 system-use fee that NASAA charges per offering, on top of the state fee.
Where to Get the Form and How to Access It
The official SEC Form D lives on the SEC website, and you actually complete it inside the federal EDGAR system rather than on paper. You can view a static copy of the form fields in the SEC Form D PDF, but the legally accepted version is the electronic one generated by EDGAR and, for the state notice, by the NASAA Electronic Filing Depository.
For the Massachusetts notice, you have three access paths. The first and preferred path is EFD at efdnasaa.org, which pulls your EDGAR data, lets you select Massachusetts, and collects the state fee in one place. The second path is email filing to the Division, where you attach a PDF copy of your Form D and the Form U-2 and pay by wire or check. The third path is manual filing by mail, sending paper copies and a check.
Note the order of operations. EFD requires you to complete your SEC EDGAR filing first, then it imports that data into the state notice. If you try to start in EFD before EDGAR is done, the system blocks you. The Division spells this out on its electronic filing guidance page, and it confirms that manual and email filing remain available for those who prefer them.
The current SEC Form D carries an OMB-approved revision, and you should always confirm you are using the live version on the SEC site before filing, since field numbering can change between revisions. If you reuse an old saved PDF, you risk filling out a retired layout that the Division will not accept.
Step-by-Step: How to Fill Out SEC Form D Line by Line
SEC Form D is organized into sixteen numbered Items plus a signature block. Below is each Item in order, with plain-English meaning, how to answer, a sample entry, an edge case, the common mistake, and the misconception filers carry into that field. Sample entries appear in italics.
Item 1: Issuer’s Identity
This Item asks who is raising the money. You enter the issuer’s exact legal name, any previous names, and the entity type.
To answer, type the full legal name exactly as it appears on your formation document, then check the box for your entity type, such as corporation or limited partnership. Northeast Robotics, Inc. enters its name in all the name field, checks Corporation, and lists no prior names.
If your company changed its name, you must list the prior name in the “previous names” field so the Division can trace your history. A common edge case is a fund with a master-feeder structure, where each entity files its own Form D rather than sharing one.
The common mistake here is using a “doing business as” name instead of the legal name, which breaks the match with your EDGAR and formation records and can trigger a processing hold. A misconception is that the trade name everyone knows you by is fine; the Division wants the legal name on file, not the brand.
Item 2: Principal Place of Business and Contact Information
This Item asks where your company physically operates and how to reach it. You provide the street address, city, state or country, ZIP code, and a phone number.
Enter a real operating address and a working phone. Northeast Robotics, Inc. lists 75 State Street, Boston, MA 02109 and (617) 555-0143.
If you are an out-of-state issuer with no Massachusetts office, you still use your true principal address, wherever it is, because this field is about the issuer, not the offering location. A P.O. box alone is discouraged because the Division needs a deliverable physical address.
The common mistake is entering a lawyer’s or registered agent’s address as the principal place of business, which misstates where the company runs and can confuse later correspondence. The misconception is that this address sets which states you must notice-file in; your filing obligations are driven by where investors are, not where you sit.
Item 3: Related Persons
This Item asks for the people behind the company. You list each executive officer, each director, and each promoter, with their name and address.
Enter the full name and address of every covered person and check whether each is an executive officer, director, or promoter. Northeast Robotics, Inc. lists Dana Whitman, CEO and Priya Shah, Director, each with a business address.
If a person holds two roles, such as a founder who is both an officer and a director, you check both boxes for that one person rather than listing them twice. For a fund, the general partner’s principals are the related persons you disclose here.
The common mistake is omitting a promoter, someone who founded or organized the deal but holds no formal title, which makes the filing incomplete and is a false statement. The misconception is that only equity holders go here; the test is role, not ownership, so a non-owner officer still belongs on the list.
Item 4: Industry Group
This Item asks what business sector you are in. You pick one industry category from the list, such as technology, real estate, or pooled investment fund.
Choose the single best-fit category and, if you select a pooled investment fund, identify the fund type. Northeast Robotics, Inc. selects Technology.
If you are a venture fund, you check the pooled investment fund box and then specify Venture Capital Fund, which signals to regulators that fund-specific rules may apply. A real estate syndicate selects Real Estate even if it is structured as an LLC.
The common mistake is a fund picking a generic operating category instead of the pooled investment fund box, which hides the fund nature of the offering and can prompt follow-up questions. The misconception is that this choice is cosmetic; it actually steers how regulators read the rest of your filing.
Item 5: Issuer Size
This Item asks how big the company is, by revenue or, for funds, by net asset value. You either pick a revenue range or check “Decline to Disclose,” and funds may check “Not Applicable.”
Select the bracket that fits, or decline. Northeast Robotics, Inc., a pre-revenue startup, checks the No Revenues range.
If you are an early-stage company with no sales yet, the lowest range or “No Revenues” is the honest answer rather than leaving it blank. Funds typically use the aggregate net asset value option or check that revenue ranges do not apply.
The common mistake is leaving this blank because it feels private, which makes the form incomplete; the correct privacy move is to check “Decline to Disclose.” The misconception is that disclosing a range exposes detailed financials; it only reveals a broad band, not your books.
Item 6: Federal Exemptions and Exclusions Claimed
This Item asks which federal rule you are relying on. For a Massachusetts notice this is where you check Rule 506(b) or Rule 506(c).
Check the box for the exact exemption you use. Northeast Robotics, Inc. raising a private seed round with no advertising checks Rule 506(b).
The edge case that matters most here is general solicitation. If you advertised the raise publicly, you must rely on Rule 506(c), which requires you to verify every investor is accredited; checking 506(b) after advertising is a fatal mismatch. A fund that did a private placement to known investors stays on 506(b).
The common mistake is checking 506(b) while running a public-facing pitch, because 506(b) bans general solicitation, and the wrong box can void your exemption. The misconception is that 506(b) and 506(c) are interchangeable; they carry very different solicitation and verification rules.
Item 7: Type of Filing
This Item asks whether this is your first Form D for the offering or an amendment. You check “New Notice” or “Amendment.”
Check the box that fits. Northeast Robotics, Inc. filing for the first time checks New Notice.
If you already filed and now need to update the offering amount or add an investor count, you file an amendment, not a brand-new notice. Massachusetts treats the amendment as part of the same offering, so you generally do not pay the state fee twice for the same raise.
The common mistake is filing a second “New Notice” when you really meant to amend, which can create duplicate records and confusion about which filing controls. The misconception is that any change requires a new filing; routine updates are amendments.
Item 8: Duration of Offering
This Item asks whether the offering is expected to last more than one year. You check “Yes” or “No.”
Answer based on your realistic timeline. Northeast Robotics, Inc., planning a quick three-month close, checks No.
A fund that raises capital on a rolling basis for years checks Yes, which tells regulators the offering is continuous. If you are unsure, base your answer on the offering terms in your private placement memorandum.
The common mistake is checking “No” for an open-ended fund that clearly raises for years, which misstates the offering and can require correction. The misconception is that the answer locks you in; it is an estimate, and you can amend if plans change.
Item 9: Type(s) of Securities Offered
This Item asks what you are selling. You check the security types, such as equity, debt, pooled investment fund interests, or options.
Check all that apply. Northeast Robotics, Inc. selling preferred shares checks Equity.
If you sell a convertible note, you check both Debt and the security-to-be-acquired-upon-exercise option, because the note converts to equity. A fund selling LP interests checks Pooled Investment Fund Interests.
The common mistake is checking only “Equity” for a convertible instrument, which understates the true structure of what investors bought. The misconception is that the label is loose; the security type drives how the offering is analyzed, so it must match your actual terms.
Item 10: Business Combination Transaction
This Item asks whether the offering is tied to a merger, acquisition, or exchange. You check “Yes” or “No.”
Answer plainly. Northeast Robotics, Inc., raising ordinary growth capital, checks No.
If your raise funds an acquisition or is part of a reverse merger, you check “Yes” and may need to describe the transaction. Most startup and fund raises check “No.”
The common mistake is checking “Yes” when the cash is only generally for growth that might include future deals, which overstates the offering’s purpose. The misconception is that any future M&A plan triggers “Yes”; the question is about this offering being part of a combination.
Item 11: Minimum Investment
This Item asks the smallest dollar amount a single investor can put in. You enter the minimum outside investment accepted.
Enter the number in whole dollars. Northeast Robotics, Inc. with a $25,000 minimum enters that figure.
If you have no fixed minimum, you enter $0, which tells regulators any size check is accepted. Funds often set high minimums, such as $100,000, which you enter here.
The common mistake is entering the total raise instead of the per-investor minimum, which wildly misstates the offering terms. The misconception is that this field is the same as the offering size; it is the floor for one investor, not the whole deal.
Item 12: Sales Compensation
This Item asks whether you pay anyone, like a broker, to sell the securities. You list each person or firm receiving sales compensation, with their CRD number and the states where they solicit.
List each recipient or state “None.” Northeast Robotics, Inc., selling directly with no broker, enters None.
If you use a registered placement agent, you provide their name, CRD number, and the states they cover, including Massachusetts if they solicited here. An unregistered finder is a red flag and can itself violate state law.
The common mistake is leaving a paid finder off this list, which hides compensation and can expose both you and the finder to enforcement. The misconception is that only formal brokers count; anyone paid to find investors generally belongs here.
Item 13: Offering and Sales Amounts
This Item asks for the total offering size and how much you have sold so far. You enter the total offering amount and the amount sold, and check “indefinite” only for certain continuous offerings.
Enter both figures in dollars. Northeast Robotics, Inc. raising up to $3,000,000 and having sold $1,200,000 enters those amounts.
These numbers set your Massachusetts fee tier under 950 CMR 14.402(B)(13)(l), so accuracy matters for payment. A fund may mark the total offering amount as indefinite if it raises continuously.
The common mistake is reporting only what is sold and leaving the total offering amount blank, which leaves the fee tier unclear and can cause underpayment. The misconception is that the “total” means cash in the bank; it means the maximum you are authorized to raise in this offering.
Item 14: Investors
This Item asks how many investors bought and whether any are non-accredited. You enter the total number of investors and the number who are non-accredited.
Enter both counts. Northeast Robotics, Inc. with 18 accredited investors and 0 non-accredited enters those numbers.
Under Rule 506(c) you cannot have any non-accredited investors, so that count must be 0; under 506(b) you may have up to 35 non-accredited investors who meet the sophistication test. Counting wrong here can signal you broke your own exemption.
The common mistake is reporting non-accredited investors in a 506(c) raise, which directly contradicts the exemption you claimed in Item 6. The misconception is that “investor” means everyone you pitched; it means only those who actually bought.
Item 15: Sales Commissions and Finders’ Fees
This Item asks how much you paid in sales commissions and finders’ fees. You enter the dollar amounts paid to the people you named in Item 12.
Enter the amounts, or $0 if none. Northeast Robotics, Inc., with no broker, enters $0 in both fields.
If you paid a placement agent a 5% commission on a $1.2 million raise, you enter the matching dollar figure here so it ties to Item 12. An estimate is allowed if the final number is not yet known, but you must check the estimate box.
The common mistake is leaving these fields blank instead of entering $0, which the system reads as missing data. The misconception is that small referral payments do not count; any finders’ fee belongs here.
Item 16: Use of Proceeds
This Item asks how much of the raise goes to officers, directors, or affiliates. You enter the dollar amount of proceeds used to pay those insiders.
Enter the amount, or $0. Northeast Robotics, Inc., using all proceeds for product and hiring, enters $0.
If part of the raise repays a founder’s loan or pays a director’s salary from offering proceeds, you disclose that amount here. This protects investors by showing whether their money flows to insiders.
The common mistake is entering $0 when founder salaries actually come from the raise, which understates insider use of proceeds. The misconception is that ordinary salaries are exempt; if they are paid from offering money, they may need to be disclosed.
Signature Block and Massachusetts-Specific Items
After Item 16, an authorized person signs and dates the form, certifying it is true. You type the signer’s name, title, and the date of signing.
The signer must be authorized, such as an officer or the general partner. Dana Whitman, CEO, signs and dates 06/15/2026.
For the Massachusetts notice specifically, you must attach a signed Form U-2 Consent to Service of Process, and a Form U-2A corporate resolution if your entity needs one, naming the Secretary of the Commonwealth as your agent for service. Without the U-2, the state notice is incomplete even if the Form D is perfect.
The common mistake is signing the Form D but forgetting the separate U-2 for the state filing, which leaves the Massachusetts notice defective. The misconception is that the SEC signature covers the state; Massachusetts requires its own consent document.
Three Filled-Out Examples Using Real Scenarios
Below are three filers who walk the full form from start to finish. Each table shows what they enter in the key sections.
Scenario 1: Dana Whitman, a Boston tech startup raising a Rule 506(b) seed round
| Form Section | What Dana Enters |
|---|---|
| Item 1: Issuer name | Northeast Robotics, Inc. |
| Item 2: Principal address | 75 State Street, Boston, MA 02109 |
| Item 4: Industry group | Technology |
| Item 6: Federal exemption | Rule 506(b) |
| Item 9: Securities offered | Equity |
| Item 13: Total offering / sold | $3,000,000 / $1,200,000 |
| Item 14: Investors | 18 accredited, 0 non-accredited |
| MA fee (over $2M tier) | $500, non-refundable |
| Signature + U-2 | Dana Whitman, CEO; signed U-2 attached |
Scenario 2: Marcus Lyle, an out-of-state real estate fund with one Massachusetts investor
| Form Section | What Marcus Enters |
|---|---|
| Item 1: Issuer name | Harbor Yield Fund II, LP |
| Item 2: Principal address | 400 Park Avenue, New York, NY 10022 |
| Item 4: Industry group | Pooled Investment Fund, Real Estate |
| Item 6: Federal exemption | Rule 506(b) |
| Item 8: Duration over one year | Yes |
| Item 9: Securities offered | Pooled Investment Fund Interests |
| Item 13: Total offering / sold | $50,000,000 / $250,000 (MA portion) |
| Item 14: Investors | 1 accredited in MA |
| MA fee (over $7.5M tier) | $750, non-refundable |
| Form U-2 (out-of-state issuer) | Required, signed and notarized |
Scenario 3: Aisha Rahman, a venture fund doing a Rule 506(c) raise with general solicitation
| Form Section | What Aisha Enters |
|---|---|
| Item 1: Issuer name | Charles River Ventures Growth, LP |
| Item 4: Industry group | Pooled Investment Fund, Venture Capital Fund |
| Item 6: Federal exemption | Rule 506(c) |
| Item 8: Duration over one year | Yes |
| Item 12: Sales compensation | None (raised directly) |
| Item 13: Total offering / sold | $1,500,000 / $900,000 |
| Item 14: Investors | 12 accredited, 0 non-accredited |
| MA fee (0–$2M tier) | $250, non-refundable |
| Verification step | All investors accredited-verified |
These three show how the fee tier shifts with the offering amount, how funds differ from operating companies, and why the 506(c) raise must show zero non-accredited investors.
How to File the Completed Form
Massachusetts accepts the notice through three channels, and you should pick one before you start. The Division confirms all three on its electronic filing guidance page.
Channel 1: Electronic Filing Depository (EFD), the preferred method. File at efdnasaa.org. You first complete your SEC Form D in EDGAR, then EFD imports it, you select Massachusetts, and you pay the state fee plus the $150 NASAA system-use fee per offering. Payment is by credit card or ACH, processing is typically same-day for the electronic receipt, and your proof of filing is the EFD confirmation and timestamp, which the Division treats as the filed date.
Channel 2: Email filing. Email your PDF Form D, signed Form U-2, and any cover letter to SecCorpFinFilings@sec.state.ma.us, and arrange payment by wire transfer or check. For wires, email the same address with “wire transfer instructions” in the subject line to get banking details. Processing depends on Division review, and your proof is your sent email with read receipt plus the wire reference number.
Channel 3: Manual filing by mail. Mail paper copies of the Form D and Form U-2 with a check or money order payable to The Commonwealth of Massachusetts to the Securities Division, One Ashburton Place, Boston, MA 02108. Processing is slowest by mail, and your proof is certified mail tracking plus the canceled check.
The Massachusetts fee follows the tiered schedule in 950 CMR 14.402(B)(13)(l): $250 for offerings of $0 to $2,000,000, $500 for over $2,000,000 up to $7,500,000, and $750 for offerings over $7,500,000. All filing fees are non-refundable under 950 CMR 14.412, so confirm your tier before paying.
What Happens After You File
Once the Division receives your notice through any accepted method, it deems the filing made on the date of receipt, and for EFD the filed date is when the depository receives it. You do not get an approval letter the way you would for a registration, because this is a notice, not an application; the exemption is self-executing once you file correctly and on time.
The Division keeps your filing on record and may contact you with follow-up questions, especially if your industry group, investor counts, or exemption choice raise flags. If you paid by a check that bounces, the Division can issue a penalty and invalidate the filing, so make sure funds clear.
If your offering changes, by raising the cap, adding investors, or extending the timeline, you file an amendment to keep the record accurate. Because Massachusetts treats the amendment as part of the same offering, you usually are not charged the full state fee again for the same raise, though EFD system fees can apply.
A misconception is that filing ends your duties. You must keep offering records, and under the related recordkeeping rules in 950 CMR 14.402, issuers preserve notices, offering materials, and investor lists for several years after the offering closes.
Mistakes to Avoid When Filling Out the Form
- Missing the 15-day deadline. Filing late can cost you the exemption and expose the raise to rescission claims.
- Filing only with the SEC. Skipping the Massachusetts notice leaves you unregistered in the state and out of compliance.
- Paying the wrong fee tier. The Division does not refund overpayments, and underpayments can invalidate the filing.
- Forgetting the Form U-2. Without the consent to service of process, the state notice is incomplete even with a perfect Form D.
- Checking Rule 506(b) after advertising. General solicitation forces 506(c), and the wrong box can void your exemption.
- Reporting non-accredited investors in a 506(c) raise. This directly contradicts the exemption and signals a broken offering.
- Using a trade name in Item 1. A non-legal name breaks the match with EDGAR and your formation documents.
- Listing a lawyer’s address as the principal place of business. This misstates where the company actually operates.
- Leaving dollar fields blank instead of entering $0. Blank fields read as missing data and can stall processing.
- Omitting a promoter or paid finder. Leaving covered people off Items 3, 12, or 15 is a false filing and an enforcement risk.
- Reusing an outdated Form D layout. An old saved PDF may not match the current SEC field numbering and can be rejected.
- Paying with a check that bounces. A returned payment can trigger a penalty and invalidate the entire notice.
Do’s and Don’ts
Do:
- Do file your SEC EDGAR Form D first. EFD will not let you file the state notice until the federal one is complete.
- Do calendar the 15-day deadline from your first Massachusetts sale. The clock is firm, so build in buffer.
- Do confirm your fee tier against the offering total. This avoids non-refundable overpayments and invalidating underpayments.
- Do attach a signed Form U-2. Massachusetts requires it for the notice to be complete.
- Do match Item 6 to your actual solicitation. Pick 506(b) for private raises and 506(c) when you advertised.
- Do keep your proof of filing. Save the EFD confirmation, email receipt, or certified-mail tracking.
Don’t:
- Don’t assume the SEC filing covers Massachusetts. The state requires its own notice.
- Don’t guess the first-sale date. An inaccurate date can make you late before you file.
- Don’t list non-accredited investors under 506(c). It contradicts your claimed exemption.
- Don’t use a DBA in the legal name field. It breaks the record match.
- Don’t pay before confirming the amount. Fees are non-refundable.
- Don’t ignore amendments. Material changes to the offering require an updated notice.
Pros and Cons of Filing on Your Own vs. With Help
| Filing Pro Se (On Your Own) | Filing With a Securities Attorney |
|---|---|
| Cheaper, since you avoid legal fees on top of state and system fees | Costs more, but the fee often prevents far costlier exemption mistakes |
| Faster for a simple, single-state startup raise you understand well | Slower to start, but cleaner for multi-state or fund offerings |
| You learn the process and control your own timeline and records | You offload the deadline tracking and tier math to a professional |
| Works well when you have one Massachusetts investor and a basic structure | Better when promoters, finders, or 506(c) verification are involved |
| Full visibility into every field you enter | Expert review catches Item 6 and Item 14 errors that void exemptions |
The pros of going alone center on cost and control, which suit a straightforward 506(b) seed round. The cons show up fast when your deal has paid finders, general solicitation, or investors in many states, where one wrong box can unwind the exemption and trigger rescission liability.
FAQs
Do I have to file a Massachusetts notice if I already filed Form D with the SEC?
Yes. Massachusetts requires its own notice filing for Rule 506 offerings under 950 CMR 14.402(B)(13)(l). The federal filing alone does not satisfy the state requirement.
Is the Massachusetts deadline really only 15 days?
Yes. You must file within 15 calendar days after your first sale in the Commonwealth. The clock starts on the sale, not the offer.
Do I file if no Massachusetts resident has bought yet?
No. The filing trigger is a sale to a person in Massachusetts. Offers alone do not start the 15-day deadline.
Are the filing fees refundable if I make a mistake?
No. Under 950 CMR 14.412, Massachusetts filing fees are non-refundable. Confirm your fee tier before you pay.
In Item 1, do I use my company’s brand name or legal name?
No, not the brand name. Enter the exact legal name from your formation documents so it matches your EDGAR and state records.
In Item 6, can I check both Rule 506(b) and 506(c)?
No. Pick the one you actually relied on. If you used general solicitation, you must use 506(c), which requires verifying all investors are accredited.
In Item 14, can a 506(c) offering report non-accredited investors?
No. Rule 506(c) allows only accredited investors, so that count must be zero. A non-zero number contradicts your exemption.
In Item 13, does the total offering amount mean cash already raised?
No. It means the maximum you are authorized to raise in this offering, not the amount sold to date, which goes in a separate field.
Do I need a separate Form U-2 for the Massachusetts filing?
Yes. Massachusetts requires a signed Form U-2 Consent to Service of Process, and a Form U-2A resolution if applicable, naming the Secretary of the Commonwealth.
Can I still file by mail or email instead of EFD?
Yes. The Division accepts manual and email filing, though it encourages the EFD system at efdnasaa.org for Rule 506 notices.
Does EFD charge an extra fee on top of the state fee?
Yes. NASAA charges a $150 system-use fee per offering through EFD, which is separate from the Massachusetts state filing fee.
Do I have to file my SEC EDGAR Form D before the state notice on EFD?
Yes. EFD requires your federal EDGAR filing to be complete first, then it imports that data into the Massachusetts notice.
If I raise more money later, do I file a brand-new notice?
No. You file an amendment for the same offering rather than a new notice, and Massachusetts treats it as part of the same raise.
Can a missed Massachusetts filing be fixed by registering later?
No. Under M.G.L. c. 110A, a later registration does not cure an earlier unlawful offer; only a proper rescission offer can.
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