How to Fill Out NASAA Form U-7 (w/Examples) + FAQs

NASAA Form U-7, known as the SCOR Form (Small Company Offering Registration), is the question-and-answer disclosure document that a small company fills out to register its securities at the state level and sell stock or notes to ordinary investors. You complete it when you want to raise money by selling shares but are too small to do a full federal public offering, and the form itself becomes the prospectus you hand to every buyer.

The form runs on a fill-in-the-blank format with roughly 50 numbered questions, and a single wrong answer about your finances, your use of money, or your insiders can stall your registration for months or expose you to investor lawsuits. State regulators reviewed and updated the SCOR Form on May 19, 2019, and that update lifted the offering ceiling to $5 million in a 12-month period, so make sure the version you download matches the current rules.

Here is what this guide gives you:

• 📋 A plain-English walkthrough of every major section of the Form U-7 SCOR document, line by line.
• 💰 Clear rules on offering price, the $5 million cap, and when you need audited financial statements.
• ✍️ Three full filled-out examples that follow real founders from cover page to signature.
• 🚫 The 10 most common mistakes that get a SCOR filing rejected or delayed.
• ❓ Twelve FAQs that answer the field-level questions filers ask most.

What the Form Is and Who Must File It

Form U-7 is the standard registration form that lets a company register securities with state regulators that are exempt from federal registration under Rule 504 of Regulation D. The form grew out of the Small Business Investment Incentive Act of 1980, which pushed states and the federal government to cut the cost and paperwork of raising capital for small businesses. When you fill the form in, sign it, and a state declares it effective, the completed document becomes your offering circular, the legal sales pitch you give to investors.

You must file Form U-7 if your company plans to sell its own securities to the public in a state that accepts SCOR, and your total raise stays at or below the $5 million yearly limit. You file it together with a Form U-1 Uniform Application to register the securities, plus a Form U-2 consent to service of process. The company files on its own behalf only, since the form cannot be used by a shareholder trying to resell their own stock.

Some companies cannot use this form at all. Investment companies and mutual funds are barred, as are companies already reporting to the SEC under the Securities Exchange Act of 1934. So-called “blind pool” deals, where you cannot yet describe the business or property, are also off-limits, and oil, gas, and mining ventures are excluded under the original SCOR instructions. The agency that receives your form is your state securities regulator, often called the Securities Administrator, and that office is the one that declares your registration effective.

Before You Start: Documents and Information You Need

Gather your paperwork before you open the form, because the SCOR document cross-references your financial statements, your charter, and your insider list throughout. Missing one item can force you to refile and pay fees again. Here is the pre-filing checklist:

• Articles of Incorporation or organizational documents. The exact legal name on these papers must match the name on your cover page, or the state will flag a mismatch and hold the filing.
• Company bylaws, as amended to date. Regulators check these to confirm who controls the company and how shares get authorized.
• Most recent fiscal year balance sheet. Without it, you cannot answer the financial items, and the form is incomplete on its face.
• Statements of income and cash flows. These must cover the last fiscal year and any interim period, or your financial section fails review.
• A list of officers, directors, and 10% stockholders with home addresses. This goes in a required exhibit, and leaving someone off can look like concealment.
• An attorney’s legality opinion. State rules require a lawyer’s opinion that the shares are validly issued and fully paid, and the filing will not go effective without it.
• Your accountant’s consent. If financial statements are reviewed or audited, the CPA must consent in writing to being named, or you cannot include their report.
• A use-of-proceeds plan. You need a detailed breakdown of how you will spend the money, because vague answers draw comment letters that delay effectiveness.
• Your federal Form D. You file Form D with the SEC to claim the Rule 504 exemption, and a copy goes to the state at the same time.
• Escrow agreement (if you set a minimum). If your deal needs a minimum to proceed, you must escrow investor funds with a bank until you hit that number.

Each missing piece has a cost. If you skip the attorney opinion, the state will not declare your offering effective, which means you legally cannot sell a single share. If you leave out a CPA consent, you cannot use the financial statements, and a SCOR document with no usable financials is dead on arrival.

Where to Get the Form and How to Access It

Download Form U-7 directly from the NASAA Uniform Forms page, where it is listed as “Form U7 (SCOR).” NASAA, the North American Securities Administrators Association, is the body that maintains the form and the related Statement of Policy. You should always pull the form from this official source rather than a third-party site, since older 1999-era copies still float around the web and use the outdated $1 million cap.

You can also get the form and detailed instructions from many state regulators. Idaho, for example, posts both the form and a full SCOR Form U-7 Manual that walks through each item. Utah’s securities division explains that the Form U-7 consists of about 50 questions and that the questions and answers together act as the prospectus once the form is complete.

The form is built to be completed on a word processor. You type your answers in the space provided, and when a space runs short, you add lines rather than shrinking the type. The instructions warn against using smaller type, italics, or script for your answers, because the document must stay clean and readable for the investors who will receive copies. Note that the SCOR Form carries a revision date; confirm you are using the version adopted May 19, 2019 so you are working with the current $5 million ceiling.

Step-by-Step: How to Fill Out Form U-7 Line by Line

The SCOR Form moves from a cover page summary, into an executive summary, then through risk factors, the business description, use of proceeds, financials, securities terms, the sales plan, management disclosures, and finally signatures. Below, each major part gets its own walkthrough. Throughout, sample entries that show what gets written on the form appear in italics.

Cover Page: Company Name, Address, and Securities Offered

The cover page asks for the exact legal name of the company, its principal office address, its phone number, the person to contact about the offering, the type of security, the price per security, any sales commission, the minimum and maximum number of securities offered, and total proceeds at both the minimum and maximum.

To answer it, type the company name exactly as it reads in your Articles of Incorporation, then fill each blank in order. State the price per share and the commission as a percentage if a selling agent is involved.

For example, Riverbend Coffee Roasters, Inc. enters its name, lists 842 Mill Street, Asheville, NC 28801, sets the type of security as Common Stock, the price as $5.00 per share, and total proceeds of $2,000,000 if maximum sold.

A common nuance is the contact person. If your own officers will sell the shares, you list their names and numbers here; if you hire outside salespeople, you delete those two contact lines instead.

A frequent mistake on this page is adding extra marketing language. The instructions say to include only the specified information and nothing more, and adding a sales pitch can trigger a comment letter that delays the whole filing.

A common misconception is that the cover page is just a header. In truth, it is a binding summary, and the offering price you state here locks you into a rule that bars stock splits or stock dividends for two years after effectiveness.

Executive Summary: Business, Stage, and Use of Money

This page asks you to describe the business, describe how the company will carry out its activities, check the company’s stage of development, give the jurisdiction and date of formation, state the fiscal year end, and summarize how the money will be used. It also names the principal officers and asks whether proceeds are impounded.

Keep these answers short. The manual asks you to limit the first two business descriptions to four sentences or less, and to check at least one development-stage box.

For example, Lumina Health Apps, Inc. checks the box Is in the development stage, lists its jurisdiction as Delaware, its formation date as 01/15/2024, and its fiscal year end as December 31.

A nuance here is the stage boxes. You may need to check more than one, since a company can be in the development stage and also currently conducting limited operations at the same time.

A common mistake is checking “currently conducting operations” when the company has only a business plan and no revenue. That overstatement misleads investors and can support a fraud claim later.

A common misconception is that the executive summary repeats detail from the body. It does not; it points readers to the full items, such as directing them to Item 30 for use of proceeds.

Item 1: Risk Factors

This item asks you to list, in order of importance, the factors that present the most significant risks to an investor. Its purpose is to warn buyers and to protect the company from later claims that risks were hidden.

To answer it, write each risk in its own short paragraph with a bold title that names the risk, then cross-reference where the risk is discussed in detail. Put the most serious risk first.

For example, Lumina Health Apps writes NO OPERATING HISTORY: The Company has never earned revenue and may never become profitable. See Item 7.

A nuance applies to debt or preferred stock offerings. Those deals need extra risk factors about the company’s ability to actually pay the promised dividend or repay the note, and those risks usually belong near the top.

A common mistake is using generic, watered-down risk language or claiming there are no risks. The manual flatly bars that, because every securities offering involves risk, and downplaying it invites enforcement.

A common misconception is that more risk factors weaken the deal. In reality, specific, honest risk factors protect management from liability, while vague ones leave you exposed.

Items 2–19: Business and Properties

These items cover the heart of your company: the products or services, suppliers, customers, sales figures, competition, marketing plan, employees, and properties. You describe what you do now and what you plan to do in the next 12 months.

Answer each item plainly enough that someone who knows nothing about your industry can follow it. Break each answer into present operations versus future plans, and tie future plans to the offering proceeds.

For example, Riverbend Coffee Roasters answers Item 2 by stating it roasts and sells specialty coffee beans wholesale to regional cafes and direct to consumers online, and answers the employee item by listing 4 full-time roasters and 2 part-time clerical staff now, growing to 9 if the maximum is raised.

A nuance is supplier dependence. If you rely on one or a few suppliers, Items 5(a) and 5(b) require you to disclose the risk of losing them and how long and how costly a replacement would be.

A common mistake is projecting sales from broad industry market-share figures. The manual warns that if you cite facts and figures, you may have to document the source, and unsupported projections draw comments.

A common misconception is that you must describe every property in legal detail. You do not; office and warehouse space gets described on a simple square-footage basis, not by metes and bounds.

Items 28–30: Milestones and Use of Proceeds

These items ask for the company’s milestones and a detailed breakdown of how the net proceeds will be spent, shown separately at the minimum and the maximum raise.

State the use of proceeds with a high degree of specificity, using categories like rent, payroll, equipment, marketing, professional fees, and working capital. Use footnotes to mark estimates and to flag any money going straight to insiders.

For example, Harborview Apartments LLC allocates $1,800,000 to property acquisition, $400,000 to renovation, $150,000 to legal and accounting, and $250,000 to working capital out of a $4,000,000 maximum raise.

A nuance involves unallocated funds. If a big chunk has no specific purpose, you must say so as its own category and explain in a footnote how you expect to use it.

A common mistake is hiding payments to officers inside “working capital.” The instructions require you to list payments to executives, directors, and promoters in separate categories with a footnote, and burying them looks deceptive.

A common misconception is that “use of proceeds” can stay general. Regulators apply substantive fairness review, and a vague spending plan is one of the fastest ways to draw a comment letter.

Items 46–52: Financial Statements and Capitalization

These items require your balance sheet, income statements, cash flow statements, and a capitalization table. The financial statements must follow generally accepted accounting principles (GAAP).

Attach a balance sheet as of the end of your most recent fiscal year, plus income and cash flow statements for that year and any interim period. Interim statements may be unaudited, but the rest generally must be audited by an independent CPA.

For example, Lumina Health Apps attaches a reviewed balance sheet because it qualifies for the lighter standard, while Harborview Apartments attaches audited statements because its $4 million raise exceeds the review thresholds.

A nuance is the audit exception. You may use CPA-reviewed statements instead of audited ones only if you meet all four conditions, including that prior sales stay under $1,000,000 and the present offering does not exceed $500,000.

A common mistake is showing capitalization as of a date earlier than your most recent financial statements. The instructions require the capitalization table to be no earlier than your latest balance sheet, and a mismatch fails review.

A common misconception is that any accountant can sign off. The financials must be examined by an independent certified public accountant, so your in-house bookkeeper cannot provide the required audit or review.

Items 53–76: Securities Offered and the Plan of Distribution

These items describe the rights of the security you are selling and how it will be offered and sold, including who sells it, any purchaser limits, and whether proceeds are impounded in escrow.

Describe the security in full, state whether transfer is restricted, name the salespeople, and explain the escrow if you set a minimum. Confirm that anyone paid a commission is properly registered in the state.

For example, Riverbend Coffee Roasters states that Common Stock carries one vote per share and no transfer restrictions, and that proceeds are held in escrow at First Carolina Bank until the $500,000 minimum is reached.

A nuance is the minimum-offering escrow. If your business needs a minimum to proceed, you must escrow all investor funds with an independent bank until you hit that number, and the return date cannot be later than one year after effectiveness.

A common mistake is paying a commission to an unregistered finder. The form bars paying selling commissions to anyone who should be registered but is not, and doing so can void your registration.

A common misconception is that you can start selling once you file. You cannot; no offers or sales are allowed in a state until that state declares your registration effective.

Items 77–106: Management Disclosures and Signatures

These final items cover officers, directors, key persons, their compensation, prior experience, legal proceedings, principal stockholders, related-party transactions, tax aspects, and the signature block.

List each officer and director with their background and any litigation, then disclose compensation, ownership, and any deals between insiders and the company. Sign the document at the end.

For example, Harborview Apartments discloses that its managing member, Daniel Okafor, owns 60% of the units and that the company leases its office from a entity he controls, with the lease terms spelled out.

A nuance is “beneficial ownership.” Shares held by family members or through other entities a person controls must be counted as beneficially owned, with a footnote explaining the arrangement.

A common mistake is failing to disclose an officer’s old fraud conviction. Certain “bad actor” disqualifiers within five years bar use of the form entirely, and older ones must still be disclosed as a miscellaneous factor under Item 45.

A common misconception is that the signature is a formality. The signers personally vouch for the accuracy of the document, and a materially false answer can make management and principal stockholders liable to investors.

Three Filled-Out Examples Using Real Scenarios

Below are three named filers carried through the form from cover page to signature. Each table shows what that filer enters in the most important sections.

Scenario 1: Maya Chen, founder of Lumina Health Apps, raising $750,000

Form Section	What Lumina Health Apps Enters
Cover Page – Company Name	Lumina Health Apps, Inc.
Type of Securities	Common Stock, $5.00 per share
Total Proceeds (Maximum)	$750,000 (150,000 shares)
Executive Summary – Stage	Checks Is in the development stage
Item 1 – Top Risk Factor	NO OPERATING HISTORY; the Company has never earned revenue
Item 30 – Use of Proceeds	$400,000 product development, $200,000 marketing, $150,000 working capital
Items 46–52 – Financials	CPA-reviewed statements (qualifies under the four-part test)
Items 73–76 – Impound	Yes; funds escrowed until $250,000 minimum is raised
Signature	Signed by Maya Chen, CEO

Scenario 2: Tomas Rivera, owner of Riverbend Coffee Roasters, raising $2,000,000

Form Section	What Riverbend Coffee Roasters Enters
Cover Page – Company Name	Riverbend Coffee Roasters, Inc.
Type of Securities	Common Stock, $5.00 per share
Total Proceeds (Maximum)	$2,000,000 (400,000 shares)
Executive Summary – Stage	Checks Is currently conducting operations
Item 2 – Business	Roasts and sells specialty coffee wholesale and direct online
Item 30 – Use of Proceeds	$900,000 new roastery, $600,000 equipment, $500,000 working capital
Items 46–52 – Financials	Audited statements (raise exceeds $500,000 review limit)
Items 53–76 – Selling Agent	Sold by officers; no outside commission
Signature	Signed by Tomas Rivera, President

Scenario 3: Daniel Okafor, manager of Harborview Apartments LLC, raising $4,000,000

Form Section	What Harborview Apartments LLC Enters
Cover Page – Company Name	Harborview Apartments LLC
Type of Securities	Membership Units, $5.00 per unit
Total Proceeds (Maximum)	$4,000,000 (800,000 units)
Executive Summary – Stage	Checks Has never conducted operations
Item 1 – Top Risk Factor	SINGLE-ASSET CONCENTRATION in one apartment property
Item 30 – Use of Proceeds	$1,800,000 acquisition, $400,000 renovation, $250,000 working capital
Items 46–52 – Financials	Audited statements required
Items 88+ – Related-Party	Office leased from entity controlled by Daniel Okafor (60% owner)
Signature	Signed by Daniel Okafor, Managing Member

How to File the Completed Form

You file Form U-7 separately in each state where you want to sell, since SCOR is a state-by-state registration. There is no single national portal for the form itself, and procedures vary, so confirm details with each state regulator before you send anything.

• By mail (the standard channel). Send a signed original of the Form U-7, an executed Form U-1, and a signed Form U-2 consent to service of process to each state’s securities administrator. Include a check for that state’s filing fee, which is set by the Form U-1 method of calculation. Keep a stamped copy and proof of mailing as your proof of filing.
• By state portal or electronic filing. Some states accept SCOR filings through their own online systems; check your state’s securities division page for whether electronic submission is available and what payment methods it takes.
• Coordinated review (multi-state). If you file in several states at once, you may use a coordinated review program run through NASAA, where you submit the Form U-7 and Form U-1 to a program administrator who organizes the review across states.
• Federal Form D (always required). File Form D with the SEC to claim the Rule 504 exemption, generally within 15 days of your first sale, and send a copy with state signature pages to the administrator at the same time.

Filing fees differ by state and by the dollar amount you register, so there is no single figure; budget for a separate fee in every state. Accepted payment is usually a company check or money order made out to the state agency. Processing time varies because each state reviews and comments before declaring the registration effective, and that back-and-forth can take several weeks to a few months.

What Happens After You File

After you file, the state regulator reviews your Form U-7 and almost always sends comments or questions. The office may write a comment letter or call you, and you will likely need to revise some answers before the registration is declared effective. You cannot sell securities in a state until that state issues its effectiveness order.

Once a state declares your offering effective, you note the effective date at the bottom of the cover page and may begin offering and selling in that state, even if other states are still reviewing. You must deliver the disclosure document to each investor before any sale, meaning before an order is entered, a subscription agreement is signed, or money changes hands.

Your registration does not last forever. No SCOR registration stays effective for more than one year, so you must wrap up your raise within that window or refile. If a material event changes the company or the offering while you are still selling, you must update the document, file the revised version with the state, and in some cases give earlier investors a chance to rescind their purchase.

Mistakes to Avoid When Filling Out the Form

Small companies trip on the same lines again and again. Each mistake below carries a real consequence.

• Using the old 1999 form. You risk applying the outdated $1 million cap and missing current requirements.
• Name mismatch on the cover page. A name that differs from your Articles of Incorporation triggers a hold while regulators sort out the discrepancy.
• Vague use of proceeds. General spending categories draw comment letters that push back your effective date.
• Hiding insider payments. Failing to break out money going to officers and promoters looks deceptive and can support fraud claims.
• Watered-down risk factors. Generic or minimized risks violate the manual and leave management exposed to investor suits.
• Wrong financial standard. Submitting reviewed statements when audited ones are required gets your financials rejected.
• Non-independent accountant. Using an in-house bookkeeper fails the independence requirement, voiding the financial section.
• Selling before effectiveness. Offering shares before the state’s order can trigger a stop order and give investors rescission rights.
• Paying unregistered finders. Commissions to people who should be registered but are not can void your registration.
• Missing the attorney opinion. Without the legality opinion, the state will not declare your offering effective.
• Forgetting the escrow. If you set a minimum and skip the bank escrow, you face enforcement action.
• Skipping the federal Form D. Without a timely Form D, you lose the Rule 504 exemption that SCOR depends on.

Do’s and Don’ts

Do: – Do download the current form from NASAA so you have the $5 million version, because using an old copy invites rejection. – Do answer every numbered item, marking inapplicable ones as such, since blank answers make the form incomplete. – Do keep the cover page clean, because the instructions bar any extra information there. – Do tie spending to milestones, so your use of proceeds matches your business plan and survives review. – Do disclose every insider deal, because hidden related-party transactions are a top enforcement trigger. – Do keep proof of filing, so you can show what you sent and when.

Don’t: – Don’t shrink the type to fit answers, because the instructions require clean, full-size text for investors. – Don’t start selling early, since offers before effectiveness can void the whole offering. – Don’t downplay risks, because minimized risk factors expose management to liability. – Don’t guess on financials, since wrong statements draw comment letters and delays. – Don’t ignore the bad-actor rules, because a disqualified insider can bar your use of the form entirely. – Don’t skip the consent to service, because the Form U-2 is required with every state filing.

Pros and Cons of Filing on Your Own vs. With Help

Filing SCOR Pro Se	Filing With a Securities Attorney
Lower upfront cost, since you save on legal fees that can run thousands of dollars	Higher cost, but the attorney’s legality opinion is required anyway, so some legal spend is unavoidable
Full control over your timeline and answers	The lawyer manages comment letters, which can speed effectiveness
Forces you to learn the disclosure rules deeply	Reduces the risk of a disqualifying error that voids the offering
Works for simple, single-state common stock deals	Better for multi-state or debt and preferred stock offerings with extra risk rules
You bear all liability for accuracy	The lawyer helps shield you from material misstatement claims

FAQs

Is Form U-7 the same thing as the SCOR Form? Yes. Form U-7 and the SCOR Form are the same document; SCOR stands for Small Company Offering Registration, and the form is the disclosure document you file with state regulators.

Can I raise more than $5 million with Form U-7? No. The SCOR offering is capped at $5 million in any 12-month period under the current rules, so a larger raise needs a different registration path.

Do I write my company’s trade name or legal name on the cover page? No. You must use the exact legal name as it appears in your Articles of Incorporation, not a trade name or “doing business as” name.

Do I need audited financial statements for every SCOR offering? No. You may use CPA-reviewed statements if you meet all four conditions, including a present offering of $500,000 or less and prior sales under $1 million.

Can I check more than one box for the company’s stage in the executive summary? Yes. The manual says you may need to check more than one box, since a company can be in the development stage and conducting limited operations at once.

Can I start selling shares as soon as I mail the form? No. You cannot offer or sell securities in a state until that state’s regulator declares your registration effective.

Do payments to officers go in the general “working capital” line of use of proceeds? No. You must list payments to officers, directors, and promoters in separate categories with a footnote identifying them as insider payments.

Is the attorney’s legality opinion really required? Yes. State rules require an attorney’s opinion that the securities are duly authorized and validly issued, and the registration will not go effective without it.

Can my in-house bookkeeper prepare the financial statements? No. Audited or reviewed statements must come from an independent certified public accountant, not an employee of the company.

Do I file Form U-7 with the SEC? No. You file Form U-7 with state securities regulators, but you separately file a federal Form D with the SEC to claim the Rule 504 exemption.

Does my SCOR registration stay effective indefinitely? No. No SCOR registration may remain effective for more than one year, so you must complete the raise within that window or refile.

Can I use Form U-7 for a “blind pool” or mining venture? No. Blind pool offerings and oil, gas, and mining ventures are ineligible to use the SCOR Form under the form’s qualification rules.