Texas TSSB Form 133.7 (titled “Securities Application” and sometimes referenced as Form 133.7A in its current revision dated 10-30-2022) is the official application filed with the Texas State Securities Board by issuers, dealers, or their representatives who want to register a securities offering for sale to Texas residents under Chapter 4003 of the Texas Securities Act. Anyone offering non-exempt securities in Texas — corporate stock, LLC interests, debt instruments, partnership units — must file this form before completing any sale in the state, and failure to register is grounds for civil rescission and administrative penalties.
Texas is a merit review jurisdiction, which means the TSSB examines the substance of an offering — not just the disclosures — and can deny registration if the deal is unfair, unjust, or inequitable to investors. According to the NASAA Texas page, the state charges a $70 application fee plus an examination fee of 1/10th of 1% of the offering amount in Texas, and incomplete filings are routinely returned for correction, which can delay capital raises by weeks.
Here is what you will learn in this guide:
- 📋 What every box on the official Form 133.7 PDF asks and how to answer it line by line
- 💰 How Texas calculates the filing fee and what happens if you underpay
- 🧾 Which attachments — prospectus, charter, Form U-2, opinion of counsel — must accompany the form
- 🧑⚖️ Three real filer scenarios that walk a small business, an out-of-state issuer, and a coordinated SEC registrant through the form
- ⚠️ The ten most common mistakes that get a Form 133.7 returned and how to avoid them
What the Form Is and Who Must File It
Texas Form 133.7 is the Securities Application authorized under 7 Texas Administrative Code § 133.7 and implements Chapter 4003 of the Texas Securities Act. It is filed with the Texas State Securities Board in Austin, and it is the gateway document for any issuer that wants the Commissioner to permit the sale of securities to Texas residents. The form was repealed and re-adopted at the May 9, 2024 Board meeting to remove a reference to a repealed companion form, so filers should always confirm they are using the current revision printed at the bottom of the PDF.
The form serves three different registration pathways, and the filer picks one in Item 4. Subchapter A (Registration by Qualification) is used by issuers that are not registering with the SEC, and it triggers Texas merit review of the entire deal. Subchapter B (Registration by Notification) is a short path available to seasoned, well-known issuers that meet narrow earnings tests. Subchapter C (Registration by Coordination) is used by issuers that are simultaneously registering the securities with the SEC under the Securities Act of 1933.
Who must file? Any issuer, registered dealer, or person acting on behalf of an issuer that is offering non-exempt securities in Texas. Issuers relying on an exemption — Rule 506, intrastate, accredited investor, or crowdfunding under § 133.21 — file different notice forms instead. Under section 33A of the TSA, purchasers of an unregistered security that does not qualify for an exemption have a statutory right of rescission, so filing the right form matters.
Before You Start: Documents and Information You Need
Form 133.7 is short on its face but heavy on attachments. Item 10 alone lists eight categories of exhibits that must accompany the application, and a missing exhibit is the single most common reason filings are returned. Gather every item below before you open the PDF, because the verification page must be signed, notarized, and dated the same day you submit.
- Issuer’s full legal name and charter documents. The TSSB cross-checks the name against the Texas Secretary of State and the issuer’s home-state registry; a mismatch will hold processing.
- Principal office address (and Texas office, if any). A P.O. Box alone is not enough — the form asks for a street address.
- Fiscal year end date. Used to determine which financial statements are current under §113.5.
- Detailed offering structure. Quantity, type, price per unit, and aggregate maximum for both the Texas slice and the total offering.
- Maximum commissions and estimated offering expenses. These numbers must match the prospectus exactly.
- Filing fee calculation. $70 application fee plus 1/10 of 1% of the dollar amount sold to Texas residents.
- SEC filings (if any). Effective date, registration statement, preliminary prospectus, and all amendments for coordination filings.
- Charter, bylaws, underwriting agreement, opinion of counsel, specimen security, and firm price commitment. All required under Item 10.
- Form U-2 Consent to Service of Process or Texas Form 133.8. Required when the issuer is not domiciled in Texas.
- Advertising and sales materials. Every piece intended for Texas use must be submitted for review.
Skipping any of these items will not just slow the application — under Texas merit review the staff can issue a deficiency letter that pauses the 30-day processing clock entirely under Chapter 104 of the Board Rules. Treat the checklist as the floor, not the ceiling.
Where to Get the Form and How to Access It
The current Form 133.7, revision dated 10-30-2022, is published directly on the TSSB forms page and as a fillable PDF. Never download the form from a third-party site; old revisions cite repealed statute sections and will trigger a rejection. The footer on every page shows the revision date, so verify it before you sign anything.
Paper filing remains the standard channel for Form 133.7 because the application package is large and includes notarized signatures, original consents, and printed exhibits. Mail goes to the Texas State Securities Board, P.O. Box 13167, Austin, TX 78711-3167. Couriered packages go to 208 E. 10th Street, 6th Floor, Austin, TX 78701, which is the only address that accepts FedEx and UPS deliveries.
Electronic submission of supplements and post-effective amendments is permitted under Item 13(c) of the form once the original application is on file. The TSSB call line at (512) 305-8300 will confirm receipt and assign an application number. Keep that application number — every later filing, fee payment, or amendment must reference it.
Step-by-Step: How to Fill Out Form 133.7 Line by Line
The form is five pages long. The first three pages are the substantive application, page four is the verification, and page five is the notary block and processing notice. Work top to bottom and answer every question — Item 10’s instruction “PLEASE ANSWER ALL QUESTIONS. IF NOT APPLICABLE, SO STATE” is enforced literally by examiners.
Item 1 — Name of Applicant
Item 1 asks who is filing the application and, if the Applicant is not the Issuer, the capacity in which the filing is made. Write the full legal name of the entity or person submitting the form. If a registered securities dealer is filing on behalf of an issuer, name the dealer and add “registered securities dealer” after the name.
For example, Lone Star Capital Partners, LLC, registered securities dealer is a complete answer when the dealer is filing for a client. A nuance: if the Applicant is a natural person acting under a power of attorney from the issuer, list the individual’s name and add “attorney-in-fact for [Issuer]” — do not list the issuer in Item 1.
A common mistake is listing the issuer itself in Item 1 when a dealer is actually submitting the package, which causes the TSSB to mail correspondence to the wrong party and delays every later notice. The misconception filers carry into this box is that “Applicant” means “issuer” — it does not. Applicant is the filer of record, and the issuer is named separately in Item 3.
Item 2 — Correspondent
Item 2 captures the single point of contact for the application. Provide the correspondent’s email, firm, mailing address, and telephone. This is the human the TSSB will call or email when a deficiency letter is issued.
Use a monitored business email — not a personal Gmail — because deficiency letters come fast and trigger short response deadlines. For example, Maria Lopez, Lopez Securities Law PLLC, maria@lopezseclaw.com, 100 Congress Ave Suite 1400, Austin TX 78701, (512) 555-0142 is a complete entry.
The edge case: when outside counsel is the correspondent but in-house compliance must also be copied, add “(c/o In-House Compliance: name@issuer.com)” inside the address block. A common mistake is naming a paralegal who later leaves the firm; if the correspondent address goes stale, the application is treated as abandoned. The misconception is that the correspondent must be an attorney — any authorized human will do.
Item 3 — Name of Issuer and Addresses
Item 3 asks for the issuer’s full legal name and two addresses: (a) the principal office anywhere in the world, and (b) the principal office in Texas, if any. The legal name must match the issuer’s charter exactly, including punctuation and “Inc.”, “LLC”, or “Corp.”
For example, BlueBonnet Biotech, Inc., principal office 2200 Research Blvd, Austin TX 78758, Texas office Same as above, is acceptable. If the issuer has no Texas office, write “None” — do not leave the field blank.
The nuance is for Delaware corporations with operations in Texas: the Delaware registered-agent address is not the principal office. List the actual headquarters where the books and records sit. A common mistake is entering a “doing business as” name in Item 3, which causes the registration to issue in the wrong name and forces a costly amendment. The misconception is that the form accepts trade names — it does not.
Item 4 — Subchapter Election
Item 4 is the single most important substantive box on the form. The filer checks one of three boxes to elect Subchapter A (Registration by Qualification), Subchapter B (Registration by Notification), or Subchapter C (Registration by Coordination). The Subchapter governs the financial-statement standard, the merit review depth, and the timing of effectiveness.
Subchapter A is the default for issuers not registering with the SEC. Subchapter B is reserved for issuers that meet earnings history requirements and have outstanding senior debt or preferred stock — most startups do not qualify. Subchapter C is the path for any issuer concurrently filing an S-1 or similar registration with the SEC.
For example, an Austin-based small business raising $2 million from Texas investors with no concurrent SEC filing would check Subchapter A. The edge case is mutual recognition: if the issuer is also using a coordinated NASAA review, Subchapter C is the right box even if the SEC filing has not yet gone effective. A common mistake is checking Subchapter B because it sounds easiest; the staff will reject the filing if the issuer cannot prove the Chapter 4003.052 earnings test, costing the filer the original fee. The misconception is that the three Subchapters are interchangeable — they are not.
Item 5 — Fiscal Year End
Item 5 simply asks for the issuer’s fiscal year end date in MM/DD format. This date drives the staleness test for the audited financial statements that must be attached under Item 10 and §4003.003.
For example, 12/31 for a calendar-year issuer or 09/30 for a federal-year issuer is correct. The nuance comes up when the issuer recently changed its fiscal year: write the new year end and attach a short cover note explaining the change.
A common mistake is entering a date in MM/DD/YYYY instead of MM/DD, which examiners read as the date the fiscal year ended in a single specific year — that creates confusion when the registration spans more than one year. The misconception is that fiscal year end equals the date of the latest financials; it does not, and financials must independently meet the staleness rules.
Item 6 — Securities Description (Texas and Total)
Item 6 splits into two tables. The first describes the securities offered in Texas: quantity, type, maximum price per unit, and aggregate maximum offering price. The second describes the total offering across all states.
For example, BlueBonnet Biotech might enter 200,000 shares, Common Stock, $10.00, $2,000,000 in the Texas table and 1,000,000 shares, Common Stock, $10.00, $10,000,000 in the total table. Every number in this box drives the fee in Item 8 and the disclosure requirements in the prospectus.
The nuance is a best-efforts offering with a range: enter the maximum quantity and the maximum aggregate price, not the minimum. A common mistake is leaving the “total offering” table blank when the deal is Texas-only, which causes a deficiency notice; instead, copy the Texas row into the total row. The misconception is that the price per unit is the same as the price at which existing shareholders bought in — it is the offering price to new public investors only.
Item 7 — Commissions and Offering Expenses
Item 7 asks the maximum commission percentage and an estimate of other offering expenses. Maximum commissions are stated as a percentage of the offering price, not a dollar amount, and Texas applies a soft cap that examiners scrutinize under merit review.
For example, Maximum commissions: 7%. Estimated other offering expenses: $85,000 (legal, accounting, printing, blue sky) is a complete answer. The nuance is that any commission above 10% will draw a deficiency letter under the TSSB’s merit guidelines, and offerings with commissions plus expenses above 17% are typically denied as unfair to investors.
A common mistake is entering 0% because the deal is direct-to-investor; if any selling expense exists, disclose it. The misconception is that “other offering expenses” can be estimated loosely — the staff compares the estimate to the use-of-proceeds table in the prospectus, and a gap of more than 10% will trigger questions.
Item 8 — Fees Submitted
Item 8 records the dollar amount of fees enclosed with the application. The fee is $70 application fee plus 1/10 of 1% (0.001) of the aggregate amount of securities to be sold to Texas residents, per the NASAA Texas fee schedule.
For example, BlueBonnet Biotech selling up to $2,000,000 in Texas owes $70 + ($2,000,000 × 0.001) = $70 + $2,000 = $2,070. The check is made payable to “Texas State Securities Board” and submitted with the application.
The nuance is increasing the Texas offering after filing: file an amended Form 133.7 in advance and pay an additional 1/10 of 1% of the increase — do not wait until after the over-sale. A common mistake is underestimating the Texas slice to save fees; when the issuer actually sells more, the rescission risk under §33A attaches to every excess dollar. The misconception is that fees are refundable if the offering is withdrawn — they are not.
Item 9 — SEC Registration Effective Date
Item 9 applies only to issuers using Subchapter C (Registration by Coordination). State whether the SEC registration has gone effective and, if so, the effective date; if not, list the expected effective date.
For example, Effective date: 04/15/2026 or Expected effective date: 06/01/2026 are both acceptable answers. The nuance: the Texas registration cannot become effective before the SEC registration does, so the Texas application is staged behind the federal calendar.
A common mistake is leaving Item 9 blank under a Subchapter A or B filing; write Not applicable — Subchapter A filing to satisfy the “answer all questions” rule. The misconception is that an SEC notice of effectiveness automatically makes the Texas registration effective; it does not — Texas issues its own permit.
Item 10 — Required Documents
Item 10 is a checklist of exhibits and is the most-failed section. The filer must submit one copy of each: (a) the SEC registration statement; (b) the preliminary prospectus and all amendments; (c) the issuer’s charter, bylaws, underwriting agreement, agreement among underwriters, opinion of counsel, specimen security, and firm price commitment from the managing underwriter; (d) all Texas advertising; and (e) a Form U-2 or Texas Form 133.8 if the issuer is domiciled outside Texas.
Indicate the documents submitted by checking each line or attaching a cover index. For example, a Delaware issuer with a managing underwriter would submit all of (a) through (d) plus a signed Form U-2 under (e). The nuance: a “preliminary” version of any document is acceptable now, but a definitive copy must be furnished when available — the staff tracks each replacement.
A common mistake is omitting the specimen security because the issuer has not printed certificates; provide the form of certificate or the book-entry account statement language instead. The misconception is that the opinion of counsel can be drafted by in-house counsel of any kind — it must be an independent, signed legal opinion that the securities, when sold, will be validly issued, fully paid, and non-assessable.
Item 11 — Other States
Item 11 has three sub-parts: (a) every state where the securities are proposed to be offered, (b) every state where the securities are already eligible for sale, and (c) every state that has refused, revoked, suspended, or where an application has been withdrawn.
For example, an issuer doing a 20-state offering lists each state code in (a), the states already cleared in (b), and writes “None” under (c) if no state has objected. The nuance: a state that issued a temporary deficiency letter is not a refusal — only a final order counts.
A common mistake is leaving (c) blank instead of writing “None,” which examiners read as an incomplete answer. The misconception is that withdrawals never need to be disclosed; any voluntary withdrawal in the face of regulatory pushback must be disclosed under Item 11(c).
Item 12 — Stop Orders and Similar Orders
Item 12 asks for a narrative description of any stop order, denial, show-cause order, suspension, revocation, injunction, restraining order, withdrawal order, or similar order issued by any state regulator, federal agency, or court concerning these securities or other securities of the issuer currently being offered to the public. Attach copies of any materials.
For example, if a 2024 California Department of Financial Protection and Innovation desist-and-refrain order touched a prior offering of the same issuer, describe the order, the date, the resolution, and attach the order. The nuance: orders against affiliates of the issuer need not be disclosed here unless they touch the securities themselves; affiliates are covered in the prospectus due diligence.
A common mistake is treating Item 12 as a “criminal record check” — it is not, and personal orders against officers go in the prospectus, not here. The misconception is that resolved orders do not need disclosure; resolved or not, every order in the listed categories must be reported.
Item 13 — Applicant Agreements
Item 13 is a five-part undertaking the applicant agrees to. The applicant promises to (a) furnish marked amendments, (b) file final prospectus within two days of SEC filing, (c) notify the TSSB of SEC stop orders or effectiveness, (d) notify the TSSB of any state or court order, and (e) furnish additional information on request.
The filer does not write anything in Item 13 — signing the form on the next page binds the applicant to all five undertakings. For example, when the SEC declares the federal registration effective on June 1, 2026, the applicant must transmit notice to Austin within the time frame specified.
The nuance is the two-day clock in 13(b): it runs from the SEC filing date, not from when the issuer “gets around to it.” A common mistake is missing the two-day notice and having the Texas registration suspended until the prospectus catches up. The misconception is that Item 13 obligations end at registration effectiveness; they continue throughout the offering period.
Signature, Attestation, and Notarization
Page four contains the signature line for an authorized officer or partner of the Applicant, the printed name, title, and an attestation by a secretary or partner. Page five carries the notary block: a notary public must witness the signature, complete the jurat, and affix a seal.
For example, By: /s/ Carlos Rivera, Carlos Rivera, Chief Executive Officer; Attest: /s/ Janet Wu, Janet Wu, Secretary completes the signature block. The nuance: the verification is sworn — the signer is attesting under oath that the statements are true to the best of their knowledge.
A common mistake is using an out-of-state notary whose commission has lapsed; Texas accepts notarizations from any U.S. notary, but only if the commission is current at the date of the jurat. The misconception is that an electronic signature alone is sufficient — Texas accepts e-signatures only under the TSSB No-Action Letter framework, and the notarization itself must comply with Texas notary law.
Three Filled-Out Examples Using Real Scenarios
Scenario 1: BlueBonnet Biotech, Inc. — Subchapter A, Texas-Focused Offering
Carlos Rivera, CEO of BlueBonnet Biotech, Inc., is raising $2,000,000 in Texas as part of a $10,000,000 nationwide common stock offering, with no concurrent SEC filing.
| Form Section | What Carlos Enters |
|---|---|
| Item 1 — Applicant | BlueBonnet Biotech, Inc. |
| Item 2 — Correspondent | Maria Lopez, Lopez Securities Law PLLC, maria@lopezseclaw.com, 100 Congress Ave Ste 1400, Austin TX 78701, (512) 555-0142 |
| Item 3 — Issuer & Addresses | BlueBonnet Biotech, Inc.; 2200 Research Blvd, Austin TX 78758; Texas office: Same as above |
| Item 4 — Subchapter | ☒ Subchapter A — Registration by Qualification |
| Item 5 — Fiscal Year End | 12/31 |
| Item 6 — Securities (Texas) | 200,000 shares, Common Stock, $10.00, $2,000,000 |
| Item 7 — Commissions / Expenses | Maximum commissions: 7%. Estimated other offering expenses: $85,000 |
| Item 8 — Fees | $2,070 ($70 + 0.1% of $2,000,000) |
| Item 10 — Exhibits | Charter, bylaws, underwriting agreement, opinion of counsel, specimen, advertising |
| Item 12 — Orders | None |
Scenario 2: PrairieWind Energy LLC — Subchapter C, Coordinated SEC Filing
Janet Wu, Secretary of PrairieWind Energy LLC, a Delaware issuer, is registering a $50 million debt offering across 30 states with concurrent SEC filing and a managing underwriter.
| Form Section | What Janet Enters |
|---|---|
| Item 1 — Applicant | Apex Capital Markets, Inc., registered securities dealer |
| Item 2 — Correspondent | David Ngo, Apex Capital Markets, dngo@apexcm.com, 500 Park Ave, New York NY 10022, (212) 555-0188 |
| Item 3 — Issuer & Addresses | PrairieWind Energy LLC; 1 Wind Way, Wilmington DE 19801; Texas office: None |
| Item 4 — Subchapter | ☒ Subchapter C — Registration by Coordination |
| Item 6 — Securities (Texas) | 5,000 units, 6.25% Senior Notes due 2031, $1,000.00, $5,000,000 |
| Item 8 — Fees | $5,070 ($70 + 0.1% of $5,000,000) |
| Item 9 — SEC Effectiveness | Expected effective date: 06/01/2026 |
| Item 10(e) — Form U-2 | Signed Form U-2 Consent to Service of Process attached |
| Item 11(a) — States | All 50 states and DC |
| Item 12 — Orders | None |
Scenario 3: Hill Country Cooperative — Subchapter B, Texas Renewal Filing
Aisha Patel, Treasurer of Hill Country Cooperative, a Texas cooperative with five years of audited earnings and outstanding senior debt, is registering $750,000 in member-preferred units.
| Form Section | What Aisha Enters |
|---|---|
| Item 1 — Applicant | Hill Country Cooperative |
| Item 2 — Correspondent | Aisha Patel, Hill Country Cooperative, apatel@hillco-op.com, 411 Main St, Fredericksburg TX 78624, (830) 555-0166 |
| Item 3 — Issuer & Addresses | Hill Country Cooperative; 411 Main St, Fredericksburg TX 78624; Texas office: Same |
| Item 4 — Subchapter | ☒ Subchapter B — Registration by Notification |
| Item 5 — Fiscal Year End | 09/30 |
| Item 6 — Securities (Texas) | 7,500 units, 5% Preferred Membership Units, $100.00, $750,000 |
| Item 7 — Commissions / Expenses | Maximum commissions: 0%. Estimated other offering expenses: $18,000 |
| Item 8 — Fees | $820 ($70 + 0.1% of $750,000) |
| Item 12 — Orders | None |
How to File the Completed Form
Form 133.7 is filed by mail or courier with the Texas State Securities Board in Austin. Mail submissions go to P.O. Box 13167, Austin, TX 78711-3167; courier deliveries — FedEx, UPS, hand delivery — go to 208 E. 10th Street, 6th Floor, Austin, TX 78701. There is no general online portal for new Form 133.7 applications; the package must be physical because it includes notarized originals and exhibit binders.
The filing fee is $70 application fee + 1/10 of 1% of the Texas offering amount, payable by check or money order to “Texas State Securities Board.” For example, a $1 million Texas offering pays $1,070, while a $25 million Texas offering pays $25,070. Wire transfers are not accepted for new applications; do not attempt to ACH the fee.
Processing time is governed by Chapter 104 of the Board Rules and typically runs 30 days from a clean filing, but merit review can extend the clock when the staff issues comment letters. Keep a complete photocopy of the package, the certified-mail green card or courier tracking record, and the check number — these are your proof-of-filing if the application number is later disputed. Once the application is assigned a number, supplements and amendments may be submitted electronically per Item 13(c).
What Happens After You File
The TSSB sends a written acknowledgment to the Correspondent named in Item 2, usually within seven business days of receipt, confirming the application number and the date the file opened. From that point, the assigned examiner reviews the application package for completeness and substance. Deficiency letters — sometimes called comment letters — request additional information, corrections, or revisions to the prospectus and must be answered within the timeframe stated in the letter.
If the application is approved, the Securities Commissioner issues a permit specifying the amount of securities cleared for sale in Texas, the effective date, and any conditions. Sales to Texas residents may begin only after the permit issues — pre-clearance sales are unregistered sales subject to rescission under TSA § 33A. The permit is typically valid for one year and may be renewed before expiration.
If the application is denied, the Commissioner issues a written order, and the applicant has the right to a hearing under Chapter 104. Withdrawal before denial is usually possible but does not refund the fee. Throughout the offering, the applicant remains bound by the five Item 13 undertakings — keep a tickler for SEC effectiveness notices, state orders, and amendment filings.
Mistakes to Avoid When Filling Out the Form
- Using the wrong revision. Filing on a pre-2022 Form 133.7 cites repealed Section 7 instead of Chapter 4003 and triggers an immediate rejection.
- Listing the issuer in Item 1 when a dealer is filing. Correspondence goes to the wrong party and the file stalls.
- Leaving Item 4 blank or checking two Subchapters. The application cannot be routed without a clear Subchapter election.
- Mis-calculating the fee in Item 8. Underpayment forces the staff to return the check and reopen the clock.
- Skipping the “total offering” table in Item 6. Examiners treat the omission as an incomplete answer.
- Forgetting Form U-2 for non-Texas issuers. A missing Consent to Service of Process voids the filing under §133.7.
- Disclosing only final state orders in Item 12. Show-cause and withdrawal orders must also be reported.
- Letting the notary commission lapse before page five is signed. A defective jurat invalidates the verification.
- Filing with an unsigned opinion of counsel. The opinion must be definitive at the time of registration effectiveness, even if preliminary at filing.
- Treating commissions above 10% as routine. Texas merit review caps total selling expenses and will issue a deficiency letter.
Do’s and Don’ts
- Do download the current PDF the day you file, because revision dates change and old forms are rejected.
- Do answer every item — write “Not applicable” rather than leaving any field blank.
- Do match the issuer’s legal name exactly to its charter, because cross-checks against the Texas Secretary of State hold processing for mismatches.
- Do calculate the fee on the maximum Texas slice, not the expected amount, because increases require an amendment and additional fee.
- Do keep the certified mail receipt and a full photocopy of the package, because proof-of-filing protects you in any later rescission claim.
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Do name a long-tenured correspondent, because deficiency letters can arrive months later.
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Don’t check more than one Subchapter in Item 4, because the file will be returned.
- Don’t assume an SEC effective date carries the Texas registration effective — it does not.
- Don’t rely on a “doing business as” name in Item 3, because the permit will issue in the wrong name.
- Don’t estimate fees loosely — examiners reconcile Item 8 to Item 6 to the penny.
- Don’t skip the Item 10(d) advertising packet, because Texas merit review covers Texas-specific sales materials.
- Don’t sign page four before the notary is in front of you, because Texas notaries cannot back-date jurats.
Pros and Cons of Filing on Your Own vs. With Help
- Pro (self-file): Lower out-of-pocket cost, because outside securities counsel can charge $15,000 or more for a Subchapter A filing.
- Pro (self-file): Direct control over the timeline, because the filer is not waiting on a third party for revisions.
- Pro (self-file): Deeper internal knowledge of the deal, because the team that built the model can defend the merit review numbers.
- Pro (self-file): Faster turn on small Subchapter B filings, because experienced cooperatives and seasoned issuers often have prior templates.
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Pro (self-file): No engagement-letter delays, because work begins the same day the team decides to file.
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Con (self-file): Higher risk of fee miscalculation, because the formula in Item 8 is easy to misread.
- Con (self-file): No legal-opinion source, because Item 10(c) requires an independent opinion of counsel that cannot be in-house.
- Con (self-file): Steeper merit review pushback, because Texas examiners ask granular questions about commissions, dilution, and use of proceeds.
- Con (self-file): Notary and verification errors, because verifying under oath without counsel exposes officers to personal liability for misstatements.
- Con (self-file): Slower amendment cycles, because every comment letter requires drafting that experienced counsel can turn in days.
Filing Channels at a Glance
| Filing Channel | Key Details |
|---|---|
| Texas State Securities Board, P.O. Box 13167, Austin, TX 78711-3167 — check or money order payable to “Texas State Securities Board”; tracked via USPS Certified Mail; processing roughly 30 days from clean filing | |
| Courier / In Person | 208 E. 10th Street, 6th Floor, Austin, TX 78701 — same fee instructions; FedEx and UPS accepted; same-day stamp possible |
| Electronic Supplements | Permitted under Item 13(c) after the application number is assigned, per Board Rules |
FAQs
Is Texas Form 133.7 the same as the federal Form D?
No. Form D is the SEC’s federal notice for Regulation D exempt offerings. Form 133.7 is Texas’s registration application for non-exempt offerings and serves a different purpose.
Do I need to file Form 133.7 if I am relying on Rule 506 of Regulation D?
No. Rule 506 offerings are covered securities under NSMIA and trigger a Texas notice filing (not Form 133.7). File the Reg D notice instead with the prescribed fee.
Can I file Form 133.7 electronically?
No. New applications must be submitted on paper to the TSSB in Austin. Only supplements and amendments may be sent electronically after the application number is assigned.
How much is the filing fee for Form 133.7?
Yes, the fee is set by statute: $70 application fee plus 1/10 of 1% of the Texas offering amount, payable to “Texas State Securities Board” by check or money order.
In Item 1, do I write the issuer’s name or the dealer’s name?
No — Item 1 is for the Applicant, which is whoever is actually filing. If a dealer files for an issuer, list the dealer and add “registered securities dealer.”
Do I have to check a Subchapter in Item 4 even if I’m not sure?
Yes. Item 4 is mandatory. Pick the Subchapter that matches your registration path; the staff will return any application that leaves Item 4 blank.
Can I list “see prospectus” instead of filling out Item 6?
No. Item 6 must be completed on the form itself with quantity, type, price, and aggregate. Cross-references to the prospectus do not satisfy the requirement.
Is an in-house counsel opinion acceptable under Item 10(c)?
No. The opinion of counsel must be independent and signed; it must state the securities will be validly issued, fully paid, and non-assessable when sold.
How long does Form 133.7 take to process?
Yes, processing is roughly 30 days from a clean filing under Chapter 104 of the Board Rules, but merit-review comment cycles can extend the timeline.
Do out-of-state issuers really need Form U-2?
Yes. Item 10(e) requires a Form U-2 Consent to Service of Process or Texas Form 133.8 from any issuer organized outside Texas.
Can I increase the Texas offering after the permit issues?
Yes, by filing an amended Form 133.7 and paying 1/10 of 1% on the increased amount before the additional sales occur, per NASAA fee guidance.
Is the fee refundable if I withdraw the application?
No. Filing fees are not refundable on withdrawal, denial, or abandonment. Plan the budget around the worst-case fee outcome.
Do I need to notarize page five every time I amend?
Yes for material amendments. Each new verification must be sworn before a notary because the form’s signature block is an affidavit.
Can I use a P.O. Box for the issuer’s principal office in Item 3?
No. Item 3 requires a street address for the principal office. P.O. Boxes alone are rejected.
What happens if I sell to Texas residents before the permit issues?
No sales may occur before effectiveness. Pre-permit sales are unregistered and may be rescinded by the purchaser under TSA § 33A.
Related reading
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