NASAA Form U-1, the Uniform Application to Register Securities, is the cover application that an issuer files with state securities regulators to register a public securities offering under each state’s “blue sky” laws. You file it when you want to legally sell stocks, bonds, or other securities to the public in one or more states, on top of any registration you make with the federal Securities and Exchange Commission.
The form looks short, but a single wrong number in the offering amount or a missing signature can stall your whole multistate registration for weeks. With roughly 56 jurisdictions sharing this one uniform document, the North American Securities Administrators Association designed Form U-1 so issuers do not have to rewrite a new application for every state. The current version is the Multistate Form U-1, adopted September 11, 2016 and amended April 17, 2023, so confirm you have the 04/17/2023 revision before you start.
Here is what you will learn in this guide:
- 📋 What Form U-1 is, who must file it, and the law behind it
- 🗂️ Every document and number you must gather before you open the form
- ✍️ A line-by-line walkthrough of Items 1 through 8 with real entries
- 👤 Three full filled-out examples using named issuers
- ⚠️ The mistakes that get applications rejected and how to dodge them
What the Form Is and Who Must File It
Form U-1 is the Uniform Application to Register Securities. It is the standard cover sheet that an issuer or its applicant submits to a state securities administrator to register a securities offering under that state’s Uniform Securities Act. The form itself does not approve the offering. It opens the file, identifies the securities, states the dollar amount, and binds the issuer to a set of promises while the registration is active.
You must file Form U-1 if you are an issuer selling securities to the public in a state and your offering is not covered by a federal preemption or a state exemption. This often happens with Regulation A offerings, certain intrastate deals, and offerings that are not “covered securities” under the National Securities Markets Improvement Act. The agency that receives the form is the state securities regulator, such as the California Department of Financial Protection and Innovation or the Texas State Securities Board.
The statute behind the form is each state’s blue sky law, modeled on the Uniform Securities Act. The deadline is set by each state’s review process, and many states want the U-1 on file before any sale happens in that state. The penalty for skipping registration is severe. Selling unregistered, non-exempt securities can trigger civil fines, rescission rights for buyers, and even criminal charges, which is why the form and the law are tied so tightly together.
There are two versions in circulation. The newer 2023 Multistate Form U-1 uses numbered Items 1 through 8 and a built-in jurisdiction grid. Some states still post the older legacy U-1, which uses a per-state layout and adds a notarized “U-1 Part 2” affidavit. This guide walks the current 2023 Multistate form and flags legacy differences where they matter.
Before You Start: Documents and Information You Need
Gather everything below before you open the form, because Form U-1 cross-references documents you must attach. A missing attachment is the top reason a state marks an application “deficient” and stops the clock.
- Issuer legal name and entity type. You need the exact name on your charter; a nickname or DBA causes a name mismatch and a processing hold.
- Jurisdiction and date of incorporation. States verify your entity is in good standing, so a wrong formation date can flag your file for review.
- SEC filing number and effectiveness date. The state matches your U-1 to your federal filing, and a blank here stalls coordinated review.
- Federal exemption or registration provision. You must name the federal provision (for example, Regulation A) so the state applies the right review track.
- Total offering amount and price per share. The math drives your filing fee, and a wrong total means you pay the wrong fee and get bounced.
- List of target states. Each state you mark must get its own share count and dollar amount, so decide your states first.
- Registration statement and prospectus. This is attachment (a), and without it the application is incomplete on arrival.
- Opinion of counsel and charter documents. States want proof the securities are validly issued, so missing legal opinions delay clearance.
- Filing and examination fees. Each state sets its own fee, often $200 to $1,000 or more, and short payment voids the filing.
- Consent to service of process. Many states pair the U-1 with Form U-2, the consent appointing the administrator as your agent.
Where to Get the Form and How to Access It
You get the official Form U-1 from NASAA or from the individual state securities regulator that will receive it. The authoritative copy is the Multistate Form U-1 PDF hosted by NASAA, marked Adopted September 11, 2016; Amended April 17, 2023. Always start from this version so your item numbers match this guide.
Many states post their own copy, which is sometimes the older legacy layout. For example, you can find a state-hosted copy through the Texas State Securities Board uniform forms page and through the Massachusetts Securities Division. If the state copy looks different from the NASAA version, the state copy controls for that state’s filing, so read both.
The form is a fillable PDF. You can type directly into the fields, which is the cleanest method because handwriting invites read errors. Some fields, like the entity type and the federal provision, are dropdown menus on the 2023 version, so use the drop-down rather than typing free text. Save a copy before you sign, since you will keep the signed original for five years under the form’s own retention rule.
Step-by-Step: How to Fill Out Form U-1 Line by Line
The 2023 Multistate Form U-1 has eight numbered items. Complete them in order, because later items depend on numbers you set earlier. Use the exact field labels printed on the form, and type your sample entries in a clean, consistent format.
Item 1: Issuer Name and Other Identifying Information
This item asks who the issuer is, what kind of entity it is, where and when it formed, and under which federal provision it is registering. In plain terms, it is the “who are you” box for the company whose securities are being sold.
To answer it, enter the Name of Issuer exactly as it appears on your charter, pick the Entity Type from the dropdown, list any Previous Name or check None, and fill the Jurisdiction of Incorporation/Organization and Date of Incorporation/Organization. Then choose the federal provision under which the issuer seeks registration or exemption, and enter the Date filed with SEC, the SEC Effectiveness Status (date), and any SEC Filing Number(s).
For example, Riverbend Solar Inc. selects Corporation as its entity type, checks None for previous name, enters Delaware and 03/12/2021, chooses Regulation A as the federal provision, and types its SEC filing number 024-12345.
A common nuance is the foreign or recently renamed issuer. If your company changed names, you must list the old name here, because the state cross-checks prior filings and a hidden name change looks like concealment.
The most common mistake on Item 1 is entering a trade name instead of the legal charter name. The direct consequence is a name mismatch with state corporate records, which puts the application on hold until you correct it.
A frequent misconception is that the federal provision field is optional for state-only deals. It is not optional when a federal filing exists, because the state uses it to route your file to the correct review track.
Item 2: Issuer Principal Place of Business
This item asks for the issuer’s main business address, not a lawyer’s office or a mailbox service. It tells the state where the company actually operates.
To answer it, fill Street Address Line 1, optional Street Address Line 2, City, State/Province/Country, ZIP/Postal Code, and Phone No. Use the company’s real headquarters address and a phone number a regulator can reach during business hours.
For example, Riverbend Solar Inc. enters 480 Harbor Way, Oakland, CA, 94607, and phone 510-555-0142.
A nuance arises for issuers with no fixed office, such as a holding company. In that case use the registered business address on file with your state of formation, because the state needs a verifiable location.
The common mistake here is listing the correspondent’s law firm address as the principal place of business. The consequence is that notices and audits get misrouted, and the state may question whether the issuer truly operates where it claims.
People often believe Item 2 can be a P.O. Box. For the principal place of business, a physical address is expected, because regulators may need to confirm the company exists at a real location.
Item 3: Contact Information of Correspondent
This item identifies the person the state should contact about the application. It is usually the securities attorney, paralegal, or compliance officer managing the filing.
To answer it, enter the correspondent’s Last Name, First Name, Firm Name, full address fields, Phone, Fax, and E-mail. Use a monitored email, because most state questions now arrive by email and a stale address means missed deadlines.
For example, attorney Dana Okafor of Okafor Securities Law LLP lists her direct line 415-555-0190 and email dana@okaforlaw.com.
A nuance is the in-house filer. If the issuer files without outside counsel, the correspondent can be the company’s own officer, but that officer must then watch the inbox closely.
The common mistake is leaving the email blank or using a generic info@ address. The consequence is that a deficiency notice goes unread, the response window closes, and the registration lapses.
A misconception is that the correspondent must be a licensed attorney. No rule requires that, because any authorized person who can answer state questions may serve as correspondent.
Item 4: Total Offering Amount, Commissions, and Filing Fees
This item captures the size of the entire offering. It asks for the description of securities, the offering price, the number of shares or units, the total dollar amount, the maximum commission, and whether fees are enclosed.
To answer it, list the Description of Securities, the Offering Price ($), the No. of Shares/Units, and the resulting Amount ($), then sum them in the Total line. Enter the Maximum commission to be charged as a percentage, and mark Filing/examination fees enclosed? Put any footnotes in the field at the bottom of Item 5.
For example, Riverbend Solar Inc. describes the securities as Common Stock, sets the offering price at $10.00, lists 500,000 shares, and totals $5,000,000, with a maximum commission of 7%.
A nuance is a mixed offering with several security types. List each type on its own line, because a single blended line hides the per-class detail the state needs.
The common mistake on Item 4 is a math error between price, share count, and total. The consequence is a wrong fee calculation, which leads to underpayment and an automatic rejection.
A misconception is that “total offering” means only the amount sold in one state. It means the full offering across all jurisdictions, because Item 5 handles the per-state breakdown.
Item 5: Jurisdictions Where Offering Is Proposed and Offering Size
This item is a grid of all states and territories. You mark each jurisdiction where you seek registration and enter the share count and dollar amount for that jurisdiction.
To answer it, find each target jurisdiction in the grid, such as CA, NY, or TX, and write the No. of Shares or Units and the Amount ($) allocated to that jurisdiction. The per-jurisdiction amounts should reconcile with the total in Item 4 unless your offering structure says otherwise, in which case explain it in the footnote field.
For example, Riverbend Solar Inc. marks CA with 200,000 shares and $2,000,000, and NY with 100,000 shares and $1,000,000.
A nuance is the state with a merit-review fee tied to the amount registered. Allocate carefully, because over-allocating to a high-fee state raises your cost with no benefit.
The common mistake is marking a state but leaving its share and amount cells blank. The consequence is that the state cannot calculate its fee and returns the application as incomplete.
A misconception is that you must register the whole offering in every state. You only allocate what you plan to sell there, because each state charges based on its own slice.
Item 6: Offering Status by Jurisdiction
This item asks about the offering’s standing in other places. You list jurisdictions where the securities are already eligible for sale, and any that have refused, revoked, suspended, or where an application was withdrawn.
To answer it, list eligible jurisdictions on the first line and any adverse-action jurisdictions on the second. If none apply, say so plainly, because a blank looks like an omission.
For example, Riverbend Solar Inc. writes Eligible: none yet on the first line and None on the second, since this is its first state filing.
A nuance is a prior denial in another state. You must disclose it, because states share enforcement data and a hidden denial is treated as a material omission.
The common mistake is leaving Item 6 blank when there is nothing to report. The consequence is a follow-up question that delays review, so write None instead of leaving it empty.
A misconception is that a withdrawal in one state is private. It is not, because Item 6 specifically asks for withdrawn applications and states expect full disclosure.
Item 7: Additional Documents
This item is the attachment checklist. For each listed exhibit you mark Included or Not Included, and you may incorporate documents already on file by reference.
To answer it, work down items (a) through (j) and mark each one. The key exhibits are (a) the Registration or Offering Statement and Prospectus, (b) the Underwriting Agreement, (d) the charter or articles of incorporation, (f) the signed opinion of counsel, and (i) advertising matter. For (j) Others, list any extra exhibit a state requires.
For example, Riverbend Solar Inc. marks (a), (d), (f), and (i) as Included, and notes its Form U-2 consent to service of process under (j).
A nuance is incorporation by reference. If a state already has your charter from a prior filing, you can reference it rather than re-attach, which saves time but only where the state allows it.
The common mistake is marking an exhibit “Included” but forgetting to attach it. The consequence is an immediate deficiency notice, because the reviewer checks each box against the actual package.
A misconception is that the prospectus is optional at the application stage. It is attachment (a) and is expected, because the state reviews the disclosure document alongside the form.
Item 8: Acknowledgements, Consent to Service of Process, and Signature
This item is the binding part. By signing, the issuer agrees to the ongoing duties in paragraphs (a) through (e), irrevocably appoints the state administrator as its agent for service of process, and certifies the filing is true.
To answer it, read the acknowledgements, fill the Name and Address where served process should be mailed, then complete Signature, Name of Signer (Print), Title, and Date. The form must be signed by the issuer’s principal executive officer or principal financial officer. If the issuer is a foreign person, an authorized representative in the United States must also sign.
For example, Riverbend Solar Inc. CFO Marcus Lee types his name in the signature field, prints Marcus Lee, enters Chief Financial Officer, and dates it 06/01/2026.
A nuance is electronic filing. When you e-file, typing your name counts as your legally binding signature, but you must still manually sign an original and keep it for five years.
The common mistake is having a paralegal or junior employee sign Item 8. The consequence is rejection, because only the principal executive or financial officer (plus a U.S. representative for foreign issuers) may sign.
A misconception is that the consent to service of process is just boilerplate. It is a real legal submission to the state’s courts, because it lets that state pursue the issuer as if it were organized there.
Three Filled-Out Examples Using Real Scenarios
Below are three named issuers filing Form U-1 for different reasons. Each table shows what the issuer enters in the most important sections.
Scenario 1: Riverbend Solar Inc. — Single-State Reg A Offering
Riverbend is a small Delaware company doing a Regulation A offering and registering only in California first.
| Form Section | What Riverbend Enters |
|---|---|
| Item 1 Name of Issuer | Riverbend Solar Inc. |
| Item 1 Entity Type | Corporation |
| Item 1 Federal Provision | Regulation A |
| Item 2 Principal Place of Business | 480 Harbor Way, Oakland, CA 94607 |
| Item 3 Correspondent | Dana Okafor, Okafor Securities Law LLP |
| Item 4 Total Offering | $5,000,000 (500,000 shares at $10.00) |
| Item 5 Jurisdictions | CA: 500,000 shares, $5,000,000 |
| Item 7 Attachments | (a), (d), (f), (i) Included |
| Item 8 Signature | Marcus Lee, CFO, 06/01/2026 |
Scenario 2: Granite Peak Energy LLC — Multistate Registration
Granite Peak coordinates a registration across California, New York, and Texas at once.
| Form Section | What Granite Peak Enters |
|---|---|
| Item 1 Name of Issuer | Granite Peak Energy LLC |
| Item 1 Entity Type | Limited Liability Company |
| Item 1 SEC Filing Number | 333-261000 |
| Item 2 Principal Place of Business | 900 Congress Ave, Austin, TX 78701 |
| Item 4 Total Offering | $30,000,000 (3,000,000 units at $10.00) |
| Item 5 Jurisdictions | CA: $10M; NY: $10M; TX: $10M |
| Item 6 Offering Status | Eligible: none yet; Adverse: None |
| Item 7 Attachments | (a), (b), (d), (f), (i) Included |
| Item 8 Signature | Priya Shah, CEO, 06/01/2026 |
Scenario 3: Nordwind Capital GmbH — Foreign Issuer
Nordwind is a German issuer registering in New York and must add a U.S. representative signature.
| Form Section | What Nordwind Enters |
|---|---|
| Item 1 Name of Issuer | Nordwind Capital GmbH |
| Item 1 Jurisdiction of Organization | Germany |
| Item 2 Principal Place of Business | Maximilianstrasse 12, Munich, Germany |
| Item 3 Correspondent | James Reed, Reed & Cole LLP, New York |
| Item 4 Total Offering | $15,000,000 (1,500,000 shares at $10.00) |
| Item 5 Jurisdictions | NY: 1,500,000 shares, $15,000,000 |
| Item 7 Attachments | (a), (d), (f) Included; (j) Form U-2 |
| Item 8 Signature | Klaus Bauer, Managing Director |
| Item 8 U.S. Representative | James Reed, Authorized U.S. Representative |
How to File the Completed Form U-1
You file Form U-1 with each state securities regulator where you marked a jurisdiction in Item 5. There is no single national filing point for the paper form, so you submit a complete package to every target state. Below are the channels most states offer.
By mail. Send the signed form, all Item 7 attachments, and the correct fee to the state securities division. For example, California filings go to the Department of Financial Protection and Innovation, and Texas filings go to the Texas State Securities Board. Most states accept a check or money order, fees commonly run $200 to $1,000 or more, processing takes a few weeks, and you should keep your certified-mail receipt as proof of filing.
In person. Some state offices accept hand delivery at their public counter. You pay the same fee by check, and you should ask for a date-stamped copy as your proof of filing, which is the strongest evidence of your submission date.
Electronically. A growing number of states accept the U-1 through an online portal or by secure upload, and some coordinate intake through systems linked to the NASAA uniform forms framework. When you e-file, typing your name in Item 8 is your signature, you usually pay by ACH or card, processing can be faster, and you should save the confirmation number as proof of filing.
Always confirm the exact address, fee, and accepted payment method on the specific state’s securities page before you send, because fees and channels change. Keep the signed original and the full package for at least five years, since the form’s own retention rule requires it.
What Happens After You File
After you file, the state assigns your application a file number and an examiner begins review. The examiner checks that the form, the fee, and every Item 7 attachment match, and confirms your federal filing status. If anything is missing, the state issues a deficiency or comment letter to your Item 3 correspondent.
You then have a limited window to respond, often a few weeks, and the clock can pause until you fix each deficiency. This is why the correspondent’s email in Item 3 matters so much, because a missed letter can let your registration lapse. Many states will not let sales begin in that state until the registration is effective there.
While the registration stays active, the Item 8 promises bind you. You must report federal amendments within two business days, notify the state of any stop orders or denials, and tell the state before you withdraw an application elsewhere. Breaking these duties can trigger a suspension, which is far costlier than the original filing.
Mistakes to Avoid When Filling Out the Form
- Using a trade name instead of the legal charter name in Item 1, which causes a name-mismatch hold.
- Leaving the federal provision blank when an SEC filing exists, which routes your file to the wrong review track.
- Listing the lawyer’s office as the principal place of business in Item 2, which misroutes regulator notices.
- Entering a P.O. Box for the principal place of business, which prompts the state to question where you operate.
- Making a math error among price, shares, and total in Item 4, which leads to a wrong fee and rejection.
- Marking a state in Item 5 without entering its share count and amount, which makes the fee impossible to calculate.
- Leaving Item 6 blank instead of writing None, which triggers a delaying follow-up question.
- Marking an exhibit “Included” in Item 7 but forgetting to attach it, which draws an immediate deficiency notice.
- Skipping the Form U-2 consent to service of process, which many states require alongside the U-1.
- Having the wrong person sign Item 8, since only the principal executive or financial officer may sign.
- Forgetting the U.S. representative signature for a foreign issuer, which voids the foreign filing.
- Underpaying the state fee, which makes the filing invalid and resets your submission date.
Do’s and Don’ts
Do:
- Do download the current 04/17/2023 Multistate version, because old item numbers will not match a state’s checklist.
- Do reconcile Item 5 jurisdiction amounts with the Item 4 total, because mismatches stall the fee review.
- Do use a monitored email in Item 3, because deficiency letters arrive there on a tight clock.
- Do attach every exhibit you mark “Included,” because reviewers check each box against the package.
- Do keep the signed original for five years, because the form’s retention rule requires it.
- Do confirm each state’s fee before mailing, because fees vary and change often.
Don’t:
- Don’t let a junior staffer sign Item 8, because only the principal executive or financial officer may sign.
- Don’t guess the offering math, because a wrong total means a wrong fee and rejection.
- Don’t leave Item 6 empty, because a blank reads as a missing disclosure.
- Don’t use a P.O. Box for the principal place of business, because regulators expect a real location.
- Don’t skip the Form U-2 consent, because many states reject a U-1 filed without it.
- Don’t assume one filing covers all states, because you file a separate package with each state.
Pros and Cons of Filing on Your Own vs. With Help
| Filing Pro Se (On Your Own) | Filing With Securities Counsel |
|---|---|
| Pro: Saves legal fees, which helps a small raise stretch its budget. | Pro: An attorney catches fee and math errors before they cause rejection. |
| Pro: You control the timeline directly, with no back-and-forth with a firm. | Pro: Counsel knows each state’s quirks, which speeds multistate filings. |
| Pro: You learn the process for future raises, building in-house knowledge. | Pro: A lawyer handles deficiency letters fast, protecting your effective date. |
| Con: One signature or attachment error can void the filing. | Con: Legal fees add cost, which strains a small offering. |
| Con: You must track every state’s fee and rule yourself. | Con: You depend on the firm’s schedule, which can slow simple filings. |
FAQs
Do I file one Form U-1 for all states or a separate one for each state?
No. While the form is uniform, you submit a complete package with the correct fee to each state where you marked a jurisdiction in Item 5, because states process and charge separately.
Is Form U-1 the same as SEC Form 1-U?
No. Form U-1 is a state blue sky registration application, while SEC Form 1-U is a federal current-report style filing, so they serve different regulators and purposes.
Do I need to file Form U-1 if my securities are federally “covered”?
No. Most covered securities under federal preemption are exempt from state registration, though a notice filing and fee may still apply, so check each state’s rule.
Who must sign Form U-1 in Item 8?
Yes, a specific person must sign. The issuer’s principal executive officer or principal financial officer signs, and a foreign issuer must add its authorized U.S. representative.
Do I write a trade name or the legal name in Item 1?
No trade name. Enter the exact legal name from your charter in Item 1, because the state cross-checks it against corporate records and a mismatch holds your file.
Can I use a P.O. Box for the principal place of business in Item 2?
No. Item 2 expects a physical business address, because regulators may need to confirm the company operates at a real, verifiable location.
Does the “Total Offering” in Item 4 mean only my in-state amount?
No. Item 4 is the full offering across all jurisdictions, while Item 5 breaks the offering into per-state share counts and dollar amounts.
Should I leave Item 6 blank if I have nothing to report?
No. Write None on each line of Item 6, because a blank field reads as a missing disclosure and triggers a delaying follow-up question.
Do I have to attach the prospectus with Form U-1?
Yes. The registration or offering statement and prospectus is attachment (a) in Item 7, and the state reviews it alongside the form.
Is the consent to service of process really binding?
Yes. By signing Item 8 you irrevocably appoint the state administrator as your agent for service, which lets that state pursue you as if you were organized there.
Can I file Form U-1 electronically?
Yes, in many states. A growing number accept online or uploaded filings, where typing your name in Item 8 serves as your signature, but you must keep a manually signed original.
How long must I keep the signed Form U-1?
Yes, retention is required. You must keep the signed original for five years, and the state administrator can request a copy at any time during that period.
Do I need to file Form U-2 with Form U-1?
Yes, in many states. Form U-2 is the uniform consent to service of process, and several states reject a U-1 submitted without it.
What happens if I underpay the filing fee?
No filing is complete without full payment. An underpaid fee makes the submission invalid, resets your filing date, and delays the start of sales in that state.
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