NASAA Form U-2, the Uniform Consent to Service of Process, is the document an issuer signs to name each state’s top securities official as its legal agent, so that lawsuits and official notices tied to a securities offering can be served on that official inside the state. Any company, partnership, or person registering or selling securities in a state that asks for it must file this form, or the state can refuse to let the offering go forward.
Think of it as a promise. You tell each state, “If something goes wrong with my securities sale here, you can hand the lawsuit papers to your own state securities administrator, and I agree that counts as serving me directly.” The form gives state regulators a reliable way to reach issuers who may sit far outside their borders. Across the country, state securities regulators bring hundreds of enforcement actions each year, and a valid consent to service is what lets them pursue an out-of-state issuer without chasing it through distant courts.
Here is what you will learn in this guide:
- 📄 What Form U-2 does and exactly who must sign and file it
- 🗂️ Every document and detail to gather before you open the form
- ✍️ A line-by-line walkthrough of each blank, box, and signature spot
- 👥 Three full filled-out examples using real-world filer scenarios
- ⚠️ The field-level mistakes that get filings rejected and how to dodge them
What the Form Is and Who Must File It
Form U-2 is a uniform form, which means securities regulators in many states agreed to accept one standard document instead of fifty different ones. The current version carries the 2017 revision maintained by the North American Securities Administrators Association, with an internal form-control date of R/6/2016 printed at the page footer. Check that you have this version before you start, because some state sites still post older “strike out inapplicable nomenclature” copies that read differently even though they do the same job.
The form solves one core problem. When you sell securities inside a state where your company is not based, that state needs a dependable way to deliver a legal complaint to you. By signing Form U-2, you “irrevocably appoint” the state’s securities administrator, the Secretary of State, or a similar officer as your attorney for receiving service of process. The word irrevocable matters here, because you cannot take this consent back later just because a lawsuit shows up.
Three groups file it most often. Securities issuers raising money through a registered or notice-filed offering use it the most, since the form’s instructions speak directly to “the issuer.” Broker-dealers and investment advisers may file it when a state’s licensing rules require a consent on file. And the attorneys and paralegals who prepare offering paperwork usually fill it out on a client’s behalf. No matter the role, the legal effect is the same: you agree to be reachable through the state.
Before You Start: Documents and Information You Need
Gather your details first, because Form U-2 looks short but every blank has to match your official records. A mismatch between this form and your other filings is one of the fastest ways to draw a comment letter or a rejection. Pull these items together before you write anything down.
- Exact legal entity name. It must match your articles of incorporation or partnership agreement letter-for-letter, because the state cross-checks the name against your other registration documents.
- Entity type. Know whether you are a corporation, partnership, other organization, or an individual, since you check this on the form and a wrong box can void the consent.
- State or jurisdiction of formation. You need the exact state under whose laws you were organized, because line 3 asks for it and regulators verify it.
- Notice recipient name and address. Pick the person and mailing address where served papers should be forwarded, because a stale address means you may never learn about a lawsuit.
- List of target jurisdictions. Know every state where you will register or sell, because you check a box for each one and a missed box means no consent there.
- Authorized signer. Identify the officer or partner allowed to sign, because the form must be signed by a properly authorized person or it is invalid.
- Signer’s exact title. Have the precise corporate or partnership title ready, because the signature block asks for it and regulators confirm signing authority.
- Each state’s filing fee, if any. Look up whether a state charges a fee with the consent, because the instructions say the form “must be accompanied by the exact filing fee, if any.”
- Form U-2A corporate resolution. If you are a corporation, prepare the companion resolution, because many states want proof your board authorized the filing.
- Date of signing. Confirm the day you will execute it, because the form has a dated execution line that must be filled in.
If any item is missing, stop and find it before filing. A blank or guessed entry here does not just slow you down; it can make the whole consent legally defective.
Where to Get the Form and How to Access It
The official source is NASAA, which hosts the current PDF on its forms library. You can download the Form U-2 PDF directly and print it or fill it on screen. Always pull the form from NASAA or a state securities regulator, not from a random template site, because third-party copies can be outdated.
Most state securities divisions also post their own copy, sometimes combined with Form U-2A on the same PDF. For example, you can find a combined version through the California DFPI, the Massachusetts Securities Division, and the Tennessee securities office. When a state posts its own copy, use that one for that state, since it may include state-specific footers or control numbers the regulator expects to see.
You can complete the form two ways. The traditional method is to print it and sign by hand in ink. Many states now accept an electronic filing, where you type your name in the signature field; the instructions say that typing your name “constitutes in every way, use or aspect, his or her legally binding signature.” If you file electronically with a typed name, you must still manually sign an original first and keep it for five years, because the administrator can ask to see it.
Step-by-Step: How to Fill Out Form U-2 Line by Line
The form runs four pages: page 1 holds the consent language and notice block, pages 1 and 2 hold the jurisdiction checkboxes, page 3 holds the instructions and signature rules, and page 4 holds the companion Form U-2A. Work top to bottom and match every entry to your records. Below, each field gets its own walkthrough.
Line 1: Name of the Undersigned (Issuer Name)
This first blank asks plainly: what is the full legal name of the person or company giving this consent? It sits on line 1, right after the words “The undersigned.”
Type or print your exact legal name as it appears on your formation documents. Use the full name, with no nicknames, no abbreviations the charter does not use, and no trade names unless the trade name is the legal name.
For example, Riverstone Capital Partners, Inc. writes its name exactly that way, including the comma and the “Inc.,” because that is how the Delaware certificate reads.
What if your company uses a “doing business as” name? Enter the true legal entity name on this line, not the DBA, because the consent must bind the legal entity that owns the securities.
A common mistake is shortening the name, such as writing “Riverstone Capital” instead of the full chartered name. The direct consequence is a name mismatch with your registration filing, which can trigger a regulator hold while staff confirm you are the same entity.
People often think the name here can match their website branding. That belief is wrong; the form binds a legal person, so the name must match the charter, not the marketing.
Lines 1–3: Entity Type Checkboxes (Corporation, Partnership, Other, or Individual)
This part asks what kind of “person” is signing. The form offers checkboxes for a corporation, a partnership, and other, plus the standalone phrase “or an individual” in the running text.
Check the one box that fits, and only one. If you check other, write a short description, such as “limited liability company,” in the blank beside it. If a natural person signs for themselves, you rely on the “or an individual” language rather than a checkbox.
For example, Sunbelt Solar LLC checks the other box and writes limited liability company in the blank, because an LLC is not a corporation or a partnership on this form.
What if you are a limited partnership? You still check partnership, because the form does not give limited partnerships a separate box and the general “partnership” term covers them.
A common mistake is checking corporation when you are really an LLC. The consequence is an entity-type mismatch that can make the signature authority rules on page 3 fail, since those rules differ by entity type.
Many filers think an LLC should check corporation because both offer limited liability. That is a misconception; an LLC must use the other box and name itself a limited liability company.
Line 3: Jurisdiction of Organization (Organized Under the Laws Of)
This blank asks where your entity was legally formed. It follows the phrase “organized under the laws of.”
Write the single state, territory, or country whose laws created your entity. For a U.S. company, this is your state of incorporation or formation, not where you do business.
For example, a company chartered in Delaware writes Delaware here, even if its offices sit in Texas, because Delaware law formed it.
What if you are formed in a U.S. territory or a foreign country? Write that jurisdiction’s name, such as Puerto Rico or Canada, because the form covers issuers from any jurisdiction.
A common mistake is entering the state where you plan to sell securities instead of where you were formed. The consequence is a factual error on a sworn document, which can cast doubt on the entire consent and your related filings.
Filers sometimes think this line means their headquarters state. That is a misconception; this field is about the law of formation, not the address of operations.
Notice Block: Name and Address for Service Copies
After the consent language, the form asks where to mail copies of any served notice, process, or pleading. It provides a NAME line and an ADDRESS line.
Enter the full name and complete mailing address of the person or office that should receive forwarded legal papers. Use a reliable contact who will act fast, such as your general counsel or registered agent.
For example, Riverstone Capital Partners, Inc. enters Attn: General Counsel, 100 Market Street, Suite 400, Wilmington, DE 19801 so served papers reach its legal team.
What if you only have a P.O. Box? You can list it, but a monitored street address is safer, because some couriers and process servers will not deliver to a box.
A common mistake is using a personal home address that later changes. The consequence is that a lawsuit notice goes to a dead address, and you can lose a case by default without ever seeing the papers.
People often assume this address is just paperwork. That belief is dangerous; this is the real-world spot where a lawsuit will land, so an outdated entry can cost you a default judgment.
Jurisdiction Checkboxes: Selecting States (Pages 1–2)
The longest part of the form lists every U.S. jurisdiction, each with a checkbox and the title of the officer being appointed, such as “Securities Commissioner” or “Secretary of State.” The instruction says to place a checkmark before the names of all jurisdictions where you appoint that officer as your attorney for service.
Check the box for every state and territory where you will register or sell securities and that requires a U-2. Leave the rest blank. Read each officer title so you know exactly whom you are appointing in that state.
For example, an issuer selling in three states checks the boxes for California, New York, and Texas, appointing each state’s designated officer in turn.
What about Pennsylvania? The form notes that “Pennsylvania does not require filing of a Consent to Service of Process,” so you do not check it for that purpose.
A common mistake is forgetting to check a state where you actually sell. The consequence is no valid consent there, which can make your offering in that state defective and expose you to enforcement.
Filers sometimes think checking every state is the safe move. That is a misconception; you should only appoint officers in states tied to your offering, since over-filing can create needless duplicate filing duties and fees.
Execution Line: Dated This Day Of
Near the signature area sits the dated execution line, reading “Dated this ___ day of , .” It records when you signed.
Fill in the day, month, and year you actually sign, not a future or backdated date. Match this date to the day the authorized person signs the form.
For example, a signer executing on June 1, 2026 writes Dated this 1st day of June, 2026.
What if signing and filing happen on different days? Use the signing date here, because the date attests to when the consent was made, not when it was mailed.
A common mistake is leaving the date blank or backdating it. The consequence is an unenforceable or suspect consent, since a regulator may question a document with no clear execution date.
People often think the date is a formality they can skip. That is a misconception; an undated consent can be treated as incomplete and rejected.
Signature Block: Entity Name, By, Name, and Title
The final block on page 2 carries the entity name line, a “By” line for the signature, a “Name” line for the printed name, and a “Title” line. This is where an authorized person binds the entity.
Print the entity name on the top line, sign on the “By” line, print the signer’s full name on the “Name” line, and enter the signer’s exact title on the “Title” line. Follow the page 3 rule on who may sign.
For example, Riverstone Capital Partners, Inc. prints its name, its CFO signs the “By” line, writes Dana Okafor on the Name line, and Chief Financial Officer on the Title line.
What if you are a foreign issuer? The instructions require that the form “also be signed by its authorized representative in the United States,” so add that U.S. representative’s signature as well.
A common mistake is having an unauthorized employee sign. The consequence is an invalid consent, because the form must be signed by the principal executive officer, principal financial officer, a general partner, or another properly authorized person.
Filers often think any manager can sign. That is a misconception; the form names specific roles, and a signature outside those roles can void the filing.
Form U-2A: The Companion Corporate Resolution (Page 4)
Page 4 holds Form U-2A, the Uniform Corporate Resolution, which corporations often file with the U-2. It proves the board authorized officers to register securities and sign consents like the U-2.
Fill in the corporation’s name, then complete the certificate: the certifying officer’s title, the corporation name again, the state of organization, the meeting date, and the dated signature with name and title. A secretary or assistant secretary usually certifies it.
For example, the secretary of Riverstone Capital Partners, Inc. certifies that the board adopted the resolution on a stated meeting date, signs, and prints Secretary as the title.
What if you are an LLC or partnership, not a corporation? You generally do not file U-2A, because it is written for a “Board of Directors,” though a state may ask for equivalent authority proof.
A common mistake is leaving the meeting date or quorum certification blank. The consequence is that the resolution fails to prove authority, and the state may treat the linked U-2 signature as unsupported.
People often think U-2A is optional everywhere. That is a misconception; while not every state demands it, many corporations file it routinely to head off authority questions.
Three Filled-Out Examples Using Real Scenarios
Below are three common fact patterns, each following one named filer through the form. Use them as models, not as a substitute for your own legal records.
Scenario 1: Multi-State Reg D Corporation. Dana Okafor is CFO of Riverstone Capital Partners, Inc., a Delaware corporation running a Regulation D private placement across several states.
| Form Section | What Riverstone Enters |
|---|---|
| Line 1 name | Riverstone Capital Partners, Inc. |
| Entity type box | Checks a corporation |
| Line 3 organized under | Delaware |
| Notice name | Attn: General Counsel |
| Notice address | 100 Market Street, Suite 400, Wilmington, DE 19801 |
| Jurisdiction boxes | Checks California, New York, Texas |
| Execution date | Dated this 1st day of June, 2026 |
| Signature “By” / Name | Signed; Dana Okafor |
| Title | Chief Financial Officer |
| Form U-2A | Filed, certified by corporate Secretary |
Scenario 2: Single-State Partnership Offering. Marcus Reed is a general partner of Lone Star Land Fund, a Texas partnership offering interests only in Texas.
| Form Section | What Lone Star Enters |
|---|---|
| Line 1 name | Lone Star Land Fund |
| Entity type box | Checks a partnership |
| Line 3 organized under | Texas |
| Notice name | Marcus Reed, Managing General Partner |
| Notice address | 2200 Congress Ave, Austin, TX 78701 |
| Jurisdiction boxes | Checks Texas only |
| Execution date | Dated this 1st day of June, 2026 |
| Signature “By” / Name | Signed; Marcus Reed |
| Title | General Partner |
| Form U-2A | Not filed (not a corporation) |
Scenario 3: Out-of-State Investment Adviser (LLC). Aisha Khan owns Summit Advisory LLC, an Arizona LLC registering as an investment adviser in two outside states.
| Form Section | What Summit Enters |
|---|---|
| Line 1 name | Summit Advisory LLC |
| Entity type box | Checks other, writes limited liability company |
| Line 3 organized under | Arizona |
| Notice name | Aisha Khan, Managing Member |
| Notice address | 500 Camelback Rd, Phoenix, AZ 85013 |
| Jurisdiction boxes | Checks Colorado, Nevada |
| Execution date | Dated this 1st day of June, 2026 |
| Signature “By” / Name | Signed; Aisha Khan |
| Title | Managing Member |
| Form U-2A | Not filed (not a corporation) |
How to File the Completed Form
Filing method depends on the state, since the U-2 is filed with each jurisdiction that requires it, not in one central place. The instructions say “a signed Form must be filed with each Jurisdiction requiring a Consent to Service of Process on Form U-2 at the office so designated by the laws or regulations of that Jurisdiction.” Below are the channels you may use.
By mail. Print and hand-sign the form, then mail it to the state securities regulator’s filing address listed on that state’s site, such as through the California DFPI or Massachusetts Securities Division. The instructions advise sending it “by registered or certified mail, postage prepaid, return receipt requested.” Pay the exact filing fee the state sets, by check or money order if required, and keep the return receipt as your proof of filing.
Electronically. Many states accept the U-2 as part of an electronic offering or notice filing, often alongside a federal Form D notice filing. When filing electronically, you type your name in the signature field, pay any fee through the state’s portal by card or ACH, and save the confirmation page or filing receipt. Remember you must still keep a manually signed original for five years.
In person. Some regulators accept a hand-delivered, signed form at their office counter. Bring the signed original plus any fee in the state’s accepted form, ask for a date-stamped copy, and keep that stamped copy as proof. Processing time varies by state, from same-day acknowledgment to several weeks for paper filings.
Whatever the channel, hold onto proof. A return receipt, portal confirmation, or stamped copy is your evidence the consent was filed on time, which matters if a state later questions whether you had a valid consent on file.
What Happens After You File
Once a state accepts your Form U-2, your consent sits on file with that state’s designated officer. From that point on, anyone suing you over the securities sale in that state can serve the state officer instead of tracking you down. The officer then forwards the papers to the name and address you listed in the notice block, so keeping that address current is vital.
The consent is irrevocable, meaning it stays in force for matters tied to the offering even after the sale ends. You cannot cancel it just to dodge a future suit. If your contact name or address changes, file an updated consent or follow the state’s change procedure, because the regulator relies on the address you gave.
If you skip a required U-2, the state can delay or deny your registration or notice filing, and your securities sales there may be treated as defective. Regulators can also bring enforcement actions, and a missing consent makes it easier for them to claim you tried to stay out of reach. Filing a clean, valid consent up front keeps your offering on track and your record clean.
Mistakes to Avoid When Filling Out the Form
Each blank on this form is a chance to slip, so watch for these specific errors. Every one has cost real filers time or money.
- Writing a shortened or trade name on line 1; this creates a name mismatch that holds up your registration.
- Checking the wrong entity-type box; this can break the page 3 signature-authority rules and void the form.
- Checking more than one entity box; this confuses the regulator about what kind of person signed.
- Entering your headquarters state on line 3 instead of your formation state; this is a factual error on a sworn document.
- Leaving the “other” description blank when you check other; this leaves the regulator guessing your entity type.
- Forgetting to check a state where you actually sell; this means no valid consent and a defective offering there.
- Checking Pennsylvania for consent purposes; the form says Pennsylvania does not require a consent to service.
- Using a stale or personal notice address; this can send a lawsuit to a dead address and cost you a default judgment.
- Leaving the execution date blank; this makes the consent look incomplete and invites rejection.
- Backdating the signature; this can make the document suspect and unenforceable.
- Having an unauthorized person sign; the form must be signed by a proper officer, partner, or authorized representative.
- Omitting the U.S. representative’s signature for a foreign issuer; the instructions require that second signature.
- Skipping Form U-2A when a state expects board authority; this leaves your signature authority unproven.
- Forgetting the exact state filing fee; the form must arrive “accompanied by the exact filing fee, if any.”
- Discarding your signed original after an e-filing; you must keep it for five years for possible regulator review.
Do’s and Don’ts
Keep these quick rules in mind as you complete and file the form.
Do’s
- Do match line 1 to your charter exactly, because regulators cross-check the name against your registration.
- Do check only the entity box that fits, because the right box drives the signature rules.
- Do enter your true formation state on line 3, because the consent must be factually accurate.
- Do use a monitored notice address, because that is where real lawsuit papers will land.
- Do check a box for every selling state, because each box creates the consent you need there.
- Do keep proof of filing, because it shows the consent was on file when required.
Don’ts
- Don’t use a DBA or marketing name, because it will not match your legal records.
- Don’t backdate or skip the execution date, because that makes the consent suspect or incomplete.
- Don’t let an unauthorized person sign, because the form will be invalid.
- Don’t over-check states you are not selling in, because it can create needless filing duties and fees.
- Don’t toss your signed original after e-filing, because you must retain it for five years.
- Don’t assume one filing covers all states, because each state requiring a U-2 needs its own.
Pros and Cons of Filing on Your Own vs. With Help
Many issuers file the U-2 themselves, while others lean on securities counsel. Here is how the two paths compare.
Pros of Filing on Your Own
- It saves on legal fees, because the form itself is short and standardized.
- You control timing, because you are not waiting on an outside firm.
- You learn your own filing duties, which helps with future state filings.
- It works well for a single-state offering, where the stakes and complexity are low.
- You keep sensitive deal details in-house, which some issuers prefer.
Cons of Filing on Your Own
- You risk entity-type or signature errors, because the authority rules are easy to misread.
- You may miss a required state, because tracking each state’s rules takes effort.
- You might overlook a state fee, which can bounce the filing.
- You carry full responsibility for the irrevocable consent, with no professional review.
- A small slip can make the offering defective, which is costly to fix later.
Filing With Professional Help
- A securities attorney spots authority and jurisdiction issues before they cause a rejection, which is the main reason multi-state issuers hire counsel, and you can locate qualified counsel through resources like the SEC small business hub.
Form U-2 vs. Form U-2A at a Glance
These two forms travel together but do different jobs.
| Feature | Form U-2 / Form U-2A |
|---|---|
| Purpose | U-2 gives consent to service of process; U-2A proves board authority |
| Who uses it | U-2 used by any issuer; U-2A used mainly by corporations |
| Key content | U-2 lists jurisdictions and a consent; U-2A holds a board resolution and certificate |
| Signer | U-2 signed by an authorized officer or partner; U-2A certified by a corporate secretary |
| Required everywhere? | U-2 required by many states; U-2A required or expected mainly where board proof is wanted |
FAQs
Do I have to file a separate Form U-2 in every state?
Yes. A signed form must be filed with each jurisdiction that requires a consent to service of process, at the office that state designates, so one filing does not cover all states.
Do I write my trade name or legal name on line 1?
No. You write your full legal entity name as it appears on your charter, not a DBA or marketing name, because the consent must bind the legal entity.
Do limited liability companies check the corporation box?
No. An LLC checks the other box and writes “limited liability company” in the blank, because it is neither a corporation nor a partnership on this form.
Do I enter my headquarters state on the “organized under the laws of” line?
No. You enter your state of formation, such as Delaware, even if your offices sit elsewhere, because the line asks which law created your entity.
Do I check Pennsylvania if I sell securities there?
No. The form states that Pennsylvania does not require filing of a Consent to Service of Process, so you do not check it for that purpose.
Is the consent permanent once I sign it?
Yes. The consent is irrevocable for matters tied to the offering, so you cannot cancel it later just to avoid being served in a lawsuit.
Can I type my name instead of signing by hand?
Yes. For electronic filings you may type your name in the signature field, but you must manually sign an original first and keep it for five years.
Does a foreign issuer need a second signature?
Yes. A foreign issuer’s form must also be signed by its authorized representative in the United States, in addition to the principal officer.
Do partnerships file Form U-2A?
No. Form U-2A is a corporate resolution for a Board of Directors, so partnerships and LLCs generally do not file it, though states may ask for equivalent authority.
Can any employee sign the form?
No. It must be signed by the principal executive officer, principal financial officer, a general partner, or another properly authorized person, not just any staffer.
Is there a standard nationwide filing fee for Form U-2?
No. There is no single national fee; each state sets its own, and the form must arrive with the exact fee that state requires, if any.
Do I need to keep proof after I file?
Yes. Keep a return receipt, portal confirmation, or stamped copy, because it proves a valid consent was on file if a state later questions your filing.
Should I leave the execution date blank if I am unsure of the filing day?
No. You enter the date you actually sign, not the mailing day, because an undated consent can be treated as incomplete and rejected.
Related reading
- How to Fill Out NASAA Form NF (w/Examples) + FAQs
- How to Fill Out NASAA Form U-1 (w/Examples) + FAQs
- How to Fill Out NASAA Form U-2A (w/Examples) + FAQs
- How to Fill Out NASAA Form U-4 (w/Examples) + FAQs
- How to Fill Out NASAA Form U-7 (w/Examples) + FAQs
- How to Fill Out the State Form D Notice Filing (w/Examples) + FAQs
- How to Fill Out SEC Form S-1 (w/Examples) + FAQs