The New Jersey Bureau of Securities Form D notice is the blue sky filing that an issuer submits to the State of New Jersey, through the NASAA Electronic Filing Depository, no later than 15 days after the first sale of a Rule 506 security in New Jersey. It is built on the same SEC Form D you file federally on EDGAR, paired with a state filing fee and a consent to service of process, as required by N.J.S.A. 49:3-60.1 and N.J.A.C. 13:47A-7.10.
This filing matters because a Rule 506 offering is a federal covered security. New Jersey cannot make you register, but it can require this notice, and skipping it puts your offering on the wrong side of the state regulator. The Bureau handles thousands of these notice filings each year, and the most common reason a filing stalls is a simple math or date error on the Form D itself. The good news: once you understand each item, the notice is far less scary than it looks.
Here is what you will learn in this guide:
- 📋 What the Form D notice is, who must file it, and the exact New Jersey statute that demands it
- 🗂️ Every document and number you must gather before you log in to file
- 🧾 A line-by-line walkthrough of all 16 Items on Form D, with plain-English answers and sample entries
- 👤 Three full filing scenarios that follow real issuers from first sale to confirmation
- ⚠️ The mistakes, deadlines, and fees that trip up first-time filers and how to dodge them
What the Form D Notice Is and Who Must File It
The Form D notice is a short disclosure document that tells regulators about a private securities offering that relies on an exemption from full registration. At the federal level, the SEC requires it under Rule 503 of Regulation D for offerings made under Rule 504, Rule 506(b), or Rule 506(c). The current PDF version of the form is the one hosted on the SEC site, and it is the same form New Jersey accepts for its state notice.
In New Jersey, the duty to file comes from the state’s Uniform Securities Law. Under N.J.S.A. 49:3-60.1(b), the Bureau Chief may require an issuer of a federal covered security to file a notice on SEC Form D, a consent to service of process, and the state fee within 15 days of the first sale in the state. The Bureau enforces this rule through N.J.A.C. 13:47A-7.10, which spells out the EFD process and the manual backup process.
You must file the New Jersey notice if you sell a Rule 506(b) or Rule 506(c) security to even one investor whose home is in New Jersey. The trigger is the first sale in this State, not the first sale anywhere. So an Ohio startup that takes its first New Jersey check on March 1 has until March 16 to file the New Jersey notice, even if it filed its federal Form D weeks earlier. The plain-English takeaway is that the federal filing and the state filing are two separate steps, and New Jersey wants its own notice plus its own fee.
Here is one common misconception worth clearing up early. Many founders believe that filing Form D with the SEC on EDGAR automatically satisfies New Jersey. It does not. The federal filing and the New Jersey notice are distinct, and missing the state piece leaves you exposed to state enforcement even when your federal paperwork is perfect.
Before You Start: Documents and Information You Need
Form D gives you only one hour after your last keystroke to finish the federal filing once you log in to EDGAR, so gathering everything first is not optional. The same information powers your New Jersey EFD notice. Pull this checklist together before you open either system.
- Your EDGAR CIK and CCC codes. These are your filer ID and access codes from the SEC. Without them you cannot file the federal Form D, and EFD links to that filing, so the whole process stalls.
- The issuer’s exact legal name. It must match your charter documents. A mismatch makes your notice hard to match to your entity and can confuse later amendments.
- State and date of incorporation or organization. EFD and Form D both ask for this, and a wrong state of formation signals a careless filing.
- Principal place of business address and phone. Investors and regulators use this as your contact of record, so an old address can mean missed notices.
- Names and addresses of all executive officers, directors, and promoters. Item 3 needs every one of them, and leaving a person out is a disclosure gap regulators notice.
- Your federal exemption choice (Rule 504, 506(b), or 506(c)). This single choice changes your advertising rules and your investor limits, so decide it before you file.
- The date of first sale in New Jersey. This sets your 15-day clock, and an inaccurate date can make a timely filing look late.
- Total offering amount and amount sold so far. Item 13 needs these dollar figures, and sloppy numbers are the top cause of follow-up questions.
- Sales commission and finders’ fee estimates. Item 12 asks who gets paid and how much, and skipping a paid finder is a common omission.
- A payment method for the New Jersey fee. EFD takes electronic payment, so have a card or bank account ready or your notice will not complete.
The reason this list matters is the one-hour federal window and the firm 15-day state deadline. If you go looking for an officer’s home address mid-filing, you can time out federally or blow past the New Jersey clock.
Where to Get the Form and How to Access It
You do not download a separate New Jersey form. New Jersey accepts the standard SEC Form D, and the state notice is built from that same data inside EFD. First, file Form D federally through the SEC EDGAR system. The SEC does not charge any fee for Form D, and paper Form D filings are not accepted at the federal level.
To get EDGAR access, a new filer submits a Form ID to request a CIK number and access codes. Once you have your CIK and CCC, you log in to the SEC’s Online Forms page and choose Form D under “Make a Filing.” Keep your accession number when the federal filing is accepted, because EFD ties your state notice to that federal record.
For the New Jersey notice itself, you use the NASAA Electronic Filing Depository, an internet database that lets issuers notice file Rule 506 offerings and pay state fees online. You create an EFD account, start a new Rule 506 filing, select New Jersey as a state, import or key in your Form D data, and pay the state fee. The Bureau began accepting EFD filings on January 1, 2015, and EFD has been the primary channel ever since.
One nuance trips up many filers. Form D is a federal form, so you complete it on EDGAR, and EFD then mirrors that data for the states you select. If you only file on EDGAR and never open EFD, New Jersey never receives a notice. The misconception that “EDGAR shares it with the states automatically” is wrong; you must affirmatively select New Jersey inside EFD and pay the state fee.
Step-by-Step: How to Fill Out SEC Form D Line by Line for the New Jersey Notice
Form D is organized into 16 numbered Items. Below, each Item gets its own walkthrough. Use the exact field labels printed on the official form, and remember that whatever you enter federally is what flows into your New Jersey EFD notice.
Item 1: Issuer’s Identity
This Item asks for the legal name of the company raising money, any other names it uses, and the type of entity it is. You enter the issuer’s exact legal name, then list any “Previous Name(s)” and check the correct entity type, such as Corporation, Limited Partnership, or Limited Liability Company. For example, BrightPath Capital LLC checks the Limited Liability Company box and lists its state of formation as Delaware.
A common edge case is a fund with a long, layered name or a recently changed name. If your entity changed its name last year, list the old name under previous names so regulators can connect your filings. The most common mistake here is entering a “doing business as” name instead of the chartered legal name, which makes your notice hard to match to your entity and can trigger a request for clarification. Many filers wrongly believe the trade name they market under is the legal name; the legal name is the one on your formation documents.
Item 2: Principal Place of Business and Contact Information
This Item asks where the issuer is physically based and how regulators can reach it. You enter the street address, city, state, ZIP code, and phone number of the issuer’s principal office. For example, Maria Lopez, the managing member of BrightPath Capital LLC, enters 200 Market Street, Newark, NJ 07102 and a working business phone.
If your company runs virtually with no central office, use the address where your books and records live, often the founder’s office. The most common mistake is listing a personal cell that no one answers, because the Bureau and investors use this as your contact of record and missed calls can delay matters. People often think they can leave this blank for a stealth startup; the field is required, and a blank stalls the filing.
Item 3: Related Persons
This Item asks you to list every executive officer, director, and promoter connected to the offering. You enter each person’s full name and address and check whether they are an executive officer, a director, or a promoter. For example, BrightPath lists Maria Lopez as Executive Officer and Promoter and David Chen as Director, each with a full mailing address.
A frequent edge case is an outside promoter or placement agent who helped launch the raise but is not an employee; that person still belongs here as a promoter. The most common mistake is omitting a director who joined late, which creates a disclosure gap regulators can flag. A widespread misconception is that only officers count; directors and promoters must appear too.
Item 4: Industry Group
This Item asks which industry best describes the issuer’s business. You select one industry from the list, such as Pooled Investment Fund, Real Estate, Technology, or Health Care. For example, a software startup like NovaApps Inc. selects Technology, while a real estate syndication selects Real Estate.
The edge case here is a company that spans two sectors, like a fintech firm; choose the category that captures your primary revenue source. The most common mistake is picking “Other” when a precise category exists, which can make your offering look misclassified. Filers sometimes think this choice is cosmetic; it actually feeds regulatory data and pooled investment funds get extra scrutiny, so accuracy matters.
Item 5: Issuer Size
This Item asks for the issuer’s revenue range or, for funds, its aggregate net asset value range. You check one bracket, such as “No Revenues,” “$1 – $1,000,000,” or “Decline to Disclose.” For example, a pre-revenue startup like NovaApps checks No Revenues, while an established operator checks the bracket that fits its last fiscal year.
A common edge case is a brand-new fund with no assets yet; it uses the net asset value brackets and may select the lowest range. The most common mistake is guessing a revenue figure instead of using the honest bracket, which creates an inconsistency with your other records. Many filers believe “Decline to Disclose” looks evasive; it is a legitimate, built-in choice and carries no penalty.
Item 6: Federal Exemption(s) and Exclusion(s) Claimed
This Item asks which federal exemption your offering relies on, and it is the single most important choice on the form. You check the box for your exemption, most often Rule 506(b) or Rule 506(c), and sometimes Rule 504. For example, a friends-and-family raise with no advertising checks Rule 506(b), while a fund that markets publicly to accredited investors checks Rule 506(c).
The key edge case is general solicitation: if you advertise the offering at all, you cannot use 506(b) and must use 506(c), which requires you to verify every investor is accredited. The most common mistake is checking 506(b) while running ads or posting the raise online, which can blow your exemption and your safe harbor. A dangerous misconception is that 506(b) and 506(c) are interchangeable; they carry different advertising and verification rules, and the wrong box can sink the offering.
Item 7: Type of Filing
This Item asks whether you are filing a brand-new notice or amending an earlier one. You check “New Notice” for a first filing or “Amendment” to update an existing one, and on an amendment you enter the prior filing’s date. For example, BrightPath checks New Notice and enters its date of first sale.
The edge case is a continuing offering that crosses its one-year mark; that requires an annual amendment, not a new notice. The most common mistake is filing a new notice when an amendment is required, which can create duplicate records for one offering. Filers often think amendments are optional housekeeping; an annual amendment is mandatory while a covered offering continues.
Item 8: Duration of Offering
This Item asks whether the offering is expected to last more than one year. You check “Yes” or “No” to the question about whether the offering will run more than 12 months. For example, an open-ended real estate fund checks Yes, while a one-time seed round that closes in 60 days checks No.
A common edge case is a rolling fund that intends to raise continuously; it checks Yes and should calendar its annual amendment. The most common mistake is checking No on an offering that quietly stays open, which causes a missed annual amendment. People often assume the answer locks them in; it is an expectation, and your actual amendment duty follows the real facts.
Item 9: Type(s) of Securities Offered
This Item asks what kind of securities you are selling. You check all that apply, such as Equity, Debt, Pooled Investment Fund Interests, or Option to Acquire Another Security. For example, a startup selling preferred stock checks Equity, while a fund checks Pooled Investment Fund Interests.
The edge case is a convertible note, which is debt that converts to equity; many filers check both Debt and the conversion option. The most common mistake is checking only Equity when you sold SAFEs or notes, which misstates the instrument. A common misconception is that a SAFE is “not a security” for Form D; it is treated as a security here and must be disclosed.
Item 10: Business Combination Transaction
This Item asks whether the offering is connected to a merger, acquisition, or similar business combination. You check “Yes” or “No.” For example, an ordinary capital raise checks No, while a raise funding an acquisition checks Yes.
The edge case is a SPAC-style or roll-up vehicle raising money to buy a target; that checks Yes. The most common mistake is checking Yes for a routine growth raise, which mislabels a simple offering. Filers sometimes think any future plan to acquire counts; the question targets a combination tied to this offering.
Item 11: Minimum Investment
This Item asks the smallest dollar amount an outside investor can put in. You enter the minimum investment accepted from any outside investor, in whole dollars. For example, BrightPath enters $25,000 as its minimum.
The edge case is a fund that waives the minimum for early or strategic investors; report the standard minimum and track waivers internally. The most common mistake is entering $0 when you actually require a floor, which misstates your terms. Many filers confuse this with the total raise; this is the per-investor minimum, not the offering size.
Item 12: Sales Compensation
This Item asks whether anyone is paid to sell your securities and who. You list each person or firm receiving sales commissions or finders’ fees, with their name, address, and CRD number if registered, plus the states where they solicit. For example, if a broker-dealer like Keystone Securities earns a commission, BrightPath lists the firm, its CRD number, and the states it solicits, including New Jersey.
The key edge case is when no one is paid; the SEC guidance says to leave every Item 12 field blank and move straight to Item 13. The most common mistake is omitting a paid finder, which is both a disclosure error and a potential unregistered broker problem. A common misconception is that internal employees count here; sales by the issuer’s own officers usually do not, but outside paid sellers always do.
Item 13: Offering and Sales Amounts
This Item asks how much you are raising and how much you have sold. You enter the “Total Offering Amount,” the “Total Amount Sold,” and the “Total Remaining to be Sold,” and you may check “Indefinite” for an open-ended fund. For example, a $5,000,000 raise that has closed $1,200,000 enters $5,000,000, $1,200,000, and $3,800,000.
The edge case is an open-ended fund with no cap; check Indefinite for the total offering amount. The most common mistake is math that does not add up, where sold plus remaining does not equal the total, which is the leading cause of follow-up questions. Filers often think they can round loosely; precise whole-dollar figures keep the notice clean.
Item 14: Investors
This Item asks how many investors have bought in and whether any are non-accredited. You enter the total number of investors who have already invested and the number that are non-accredited. For example, BrightPath enters 12 total investors and 0 non-accredited.
The key edge case is Rule 506(b), which caps non-accredited investors at 35 and requires extra disclosure to them; Rule 506(c) allows zero non-accredited investors. The most common mistake is reporting non-accredited investors in a 506(c) deal, which directly contradicts that exemption. A misconception is that “accredited” is self-certified in 506(c); there you must take reasonable steps to verify accreditation.
Item 15: Sales Commissions and Finders’ Fees Expenses
This Item asks the dollar amount of sales commissions and finders’ fees tied to the offering. You enter the total dollars of sales commissions and the total dollars of finders’ fees, and you may check “Estimate.” For example, BrightPath enters $0 for both if it used no paid sellers.
The edge case is fees you expect but have not yet paid; enter your best estimate and check the estimate box. The most common mistake is leaving these blank when you do pay a broker, which conflicts with Item 12. People often assume these numbers are confidential; you cannot request confidential treatment for any Form D information.
Item 16: Use of Proceeds
This Item asks how much of the raise will go to officers, directors, or promoters. You enter the dollar amount of gross proceeds used or proposed to be used as payments to any executive officer, director, or promoter, and you may check “Estimate.” For example, a fund that pays its manager a setup fee enters that estimated dollar figure, while a startup keeping all proceeds for operations enters $0.
The edge case is a management fee or organizational expense paid to an affiliated manager; that belongs here. The most common mistake is entering $0 while quietly paying a promoter, which is a disclosure failure. A misconception is that ordinary salaries count; routine compensation generally does not, but offering-related payments to insiders do.
Signature and Consent to Service of Process
After the 16 Items, the form requires a signature from a person duly authorized by the issuer, under Rule 503(b)(2). For New Jersey, N.J.A.C. 13:47A-7.10 also requires a Consent to Service of Process on Form U2 and U2A naming the Bureau Chief as the designated officer. If the consent on your Form D is executed in a way the SEC accepts, the rule treats it as meeting the New Jersey requirement, so a separate paper consent is usually unnecessary for an EFD filing.
The edge case is a manual filing, where you must submit a manually signed and notarized Form U2 and U2A directly to the Bureau. The most common mistake is an unauthorized person signing, which can invalidate the filing. A misconception is that consent to service is a mere formality; it lets New Jersey courts reach an out-of-state issuer, so it carries real legal weight.
Three Filled-Out Examples Using Real Scenarios
Below are three issuers who each filed a New Jersey Form D notice. Their entries show how the same form bends to different facts.
Scenario 1: Maria Lopez, a Rule 506(b) startup with one New Jersey angel. Maria runs BrightPath Capital LLC, a Delaware company raising a quiet seed round with no advertising. Her first New Jersey check arrives June 2, so her notice is due June 17.
| Form Section | What Maria Enters |
|---|---|
| Item 1 Issuer Identity | BrightPath Capital LLC, Limited Liability Company, Delaware |
| Item 2 Principal Place of Business | 200 Market Street, Newark, NJ 07102 |
| Item 3 Related Persons | Maria Lopez (Executive Officer, Promoter) |
| Item 6 Federal Exemption | Rule 506(b) |
| Item 7 Type of Filing | New Notice |
| Item 11 Minimum Investment | $25,000 |
| Item 13 Offering Amounts | Total $1,000,000; Sold $150,000 |
| Item 14 Investors | 3 total; 0 non-accredited |
| State selected in EFD | New Jersey, fee paid online |
Scenario 2: David Chen, a Rule 506(c) real estate fund that advertises. David’s fund, Keystone Realty Income Fund LP, markets publicly to accredited investors and verifies each one. His first New Jersey sale is September 10, so the notice is due September 25.
| Form Section | What David Enters |
|---|---|
| Item 1 Issuer Identity | Keystone Realty Income Fund LP, Limited Partnership |
| Item 4 Industry Group | Real Estate (Pooled Investment Fund) |
| Item 6 Federal Exemption | Rule 506(c) |
| Item 8 Duration of Offering | Yes, more than one year |
| Item 9 Securities Offered | Pooled Investment Fund Interests |
| Item 12 Sales Compensation | Keystone Securities, CRD number, solicits New Jersey |
| Item 13 Offering Amounts | Total Indefinite; Sold $2,400,000 |
| Item 14 Investors | 18 total; 0 non-accredited |
| State selected in EFD | New Jersey, fee paid online |
Scenario 3: Aisha Bello, a Rule 506(b) tech startup selling convertible notes. Aisha’s company, NovaApps Inc., a New Jersey corporation, raises through SAFEs and convertible notes from a small group, including two non-accredited friends. Her first sale is January 20, so the notice is due February 4.
| Form Section | What Aisha Enters |
|---|---|
| Item 1 Issuer Identity | NovaApps Inc., Corporation, New Jersey |
| Item 4 Industry Group | Technology |
| Item 5 Issuer Size | No Revenues |
| Item 6 Federal Exemption | Rule 506(b) |
| Item 9 Securities Offered | Debt and option to acquire another security |
| Item 11 Minimum Investment | $10,000 |
| Item 14 Investors | 7 total; 2 non-accredited |
| Item 16 Use of Proceeds | $0 to insiders |
| State selected in EFD | New Jersey, fee paid online |
How to File the Completed Form
New Jersey gives you two channels: the standard EFD route and a rare manual backup. Both require the federal Form D to be filed on EDGAR first, because the state notice is built from that data.
Primary channel: NASAA EFD. File the notice through the Electronic Filing Depository. You create an account, start a Rule 506 filing, select New Jersey, confirm your Form D data, and pay the state fee electronically by card or bank transfer. EFD processes the notice and payment together, and you keep the EFD confirmation and payment receipt as your proof of filing. EFD has been the Bureau’s primary channel since January 1, 2015.
Backup channel: manual filing. Under N.J.A.C. 13:47A-7.10, if you cannot use EFD, you must contact the Bureau immediately, and only upon a showing of hardship will the Bureau permit a paper notice. A permitted manual filing goes to the Bureau of Securities, P.O. Box 47029, Newark, New Jersey 07101 and must include a completed Form D as filed with the SEC, a manually signed and notarized Consent to Service of Process (Form U2 and U2A) naming the Bureau Chief, a statement disclosing the first date of sale in New Jersey, and a check payable to the State of New Jersey, Bureau of Securities. Keep a copy of the full package and proof of mailing as your proof of filing.
A word on the fee, because sources disagree. The Bureau’s 2014 Electronic Rule 506 Form D Filings Order set the EFD fee at $250.00, while the codified rule at N.J.A.C. 13:47A-7.10 lists a $750.00 fee. Because rates change, confirm the exact current amount inside EFD at the moment you file, since EFD displays New Jersey’s live fee before you pay. The SEC, by contrast, charges no fee at all for the federal Form D.
What Happens After You File
Once you submit through EFD and pay, the system records your New Jersey notice and routes it to the Bureau. You receive an electronic confirmation, and your federal Form D becomes publicly searchable on EDGAR with an accession number. The New Jersey notice itself is also a public record, so anyone can see that your offering exists.
After the initial notice, your job is not finished. You must file an amendment within 30 days whenever information previously reported on the Form D changes, as required by N.J.A.C. 13:47A-7.10. Separately, federal rules require an annual amendment on or before the first anniversary of your most recent notice if the offering is still continuing.
If you discover a material mistake, fix it with an amendment as soon as practicable. Keep in mind that, generally, you cannot withdraw a Form D once it is on EDGAR; it stays public except in rare cases under Rule 15 of Regulation S-T. The practical lesson is to get the numbers right the first time, because corrections live on the public record beside the original.
Mistakes to Avoid When Filling Out the Form
Each error below has a direct, real consequence. Read them as a pre-flight checklist.
- Filing only on EDGAR and skipping EFD. New Jersey never receives a notice, leaving your offering exposed to state enforcement.
- Missing the 15-day deadline after the first New Jersey sale. A late notice signals noncompliance and invites Bureau scrutiny.
- Checking Rule 506(b) while advertising the offering. General solicitation breaks the 506(b) safe harbor and can blow your exemption.
- Reporting non-accredited investors in a Rule 506(c) deal. It directly contradicts the exemption you claimed.
- Math that does not balance in Item 13. Sold plus remaining must equal the total, and a mismatch triggers follow-up questions.
- Using a trade name instead of the legal name in Item 1. The Bureau cannot match the notice to your entity.
- Omitting a director or promoter in Item 3. It creates a disclosure gap regulators can flag.
- Leaving a paid finder out of Item 12. This is both a disclosure error and a possible unregistered broker problem.
- Letting an unauthorized person sign. An invalid signature can void the filing.
- Forgetting the annual amendment on a continuing offering. A lapsed notice can look like an abandoned or noncompliant filing.
- Entering the wrong date of first sale. A bad date can make a timely filing look late and start enforcement questions.
- Assuming you can withdraw a bad Form D. It generally stays public, so the error is permanent on the record.
Do’s and Don’ts
Do:
- Do gather every number before you log in, because the federal Form D times out one hour after your last keystroke.
- Do file the federal Form D on EDGAR first, since EFD builds the New Jersey notice from that data.
- Do select New Jersey inside EFD and pay the state fee, as that is the only act that puts the Bureau on notice.
- Do confirm the live fee in EFD before paying, because the posted rate is what actually applies.
- Do calendar your 30-day and annual amendment dates, so a continuing offering never lapses.
- Do keep your EFD confirmation and receipt, which serve as your proof of filing.
Don’t:
- Don’t advertise a Rule 506(b) offering, because general solicitation forces you into 506(c) with verification duties.
- Don’t guess at investor counts or dollar figures, since inconsistencies are the top cause of Bureau questions.
- Don’t let a non-authorized person sign, as that can invalidate the entire notice.
- Don’t file a new notice when an amendment is required, which creates duplicate records for one offering.
- Don’t ignore the New Jersey filing because you filed federally, since the two are separate obligations.
- Don’t assume you can delete a mistaken Form D, because it generally remains public forever.
Pros and Cons of Filing on Your Own vs. With Help
Many issuers can file the notice themselves, but some hire securities counsel. Here is how the two paths compare.
Pros of filing pro se:
- Lower cost, because you avoid legal fees on a relatively short form.
- Speed, since you control the timing and do not wait on an attorney.
- Direct knowledge, as you learn your own filing obligations firsthand.
- Simplicity for clean deals, because a single-state, all-accredited 506(b) raise is straightforward.
- Easy amendments later, since you already know the EFD system.
Cons of filing pro se:
- Exemption risk, because picking the wrong box between 506(b) and 506(c) can sink the offering.
- Multistate complexity, since selling in many states multiplies notice and fee duties.
- Bad-actor and verification rules, which are easy to miss without legal review.
- Permanent public errors, because a mistaken Form D generally cannot be withdrawn.
- Deadline exposure, since a missed 15-day or annual amendment can draw enforcement.
Frequently Asked Questions
Do I have to file with New Jersey if I already filed Form D with the SEC?
Yes. The federal EDGAR filing and the New Jersey notice are separate. You must select New Jersey in EFD and pay the state fee, or the Bureau never receives your notice.
Is there a deadline to file the New Jersey notice?
Yes. You must file no later than 15 days after the first sale of the security in New Jersey, under N.J.A.C. 13:47A-7.10.
Does New Jersey charge a filing fee?
Yes. The Bureau’s order lists $250.00 and the codified rule lists $750.00, so confirm the live amount in EFD before you pay, since the SEC charges no federal fee.
Can I file the New Jersey notice on paper?
No. EFD is the primary channel, and the Bureau permits manual filing only after you show hardship and contact the Bureau, per N.J.A.C. 13:47A-7.10.
In Item 6, should I check Rule 506(b) or Rule 506(c)?
No single answer fits all. Check 506(b) only if you do not advertise; check 506(c) if you generally solicit, which requires verifying every investor is accredited.
In Item 14, can I report non-accredited investors in a 506(c) deal?
No. Rule 506(c) allows only accredited investors, so any non-accredited count contradicts the exemption and signals an error.
In Item 12, what do I enter if no one is paid to sell?
No entries at all. The SEC says to leave every Item 12 field blank and proceed directly to Item 13.
In Item 1, do I use my company’s trade name or legal name?
No trade name. Enter the exact legal name from your formation documents, and list any prior names under “Previous Name(s).”
Do I need a separate Consent to Service of Process?
No, usually. If your Form D consent is executed in a manner the SEC accepts, N.J.A.C. 13:47A-7.10 treats it as meeting the New Jersey requirement.
Do I have to file an amendment later?
Yes. You must amend within 30 days of any change to reported information, and federal rules require an annual amendment while a covered offering continues.
Can I withdraw a Form D after I file it?
No, generally. Once on EDGAR it is public and stays there, except in rare cases under Rule 15 of Regulation S-T, so accuracy upfront is vital.
Does filing late automatically destroy my Rule 506 exemption?
No. The SEC notes the 15-day filing is not a condition of the exemption, but file as soon as practicable to limit Rule 507 and state risk.
Who is allowed to sign the Form D?
Yes, only a duly authorized person may sign, as required by Rule 503(b)(2), and the signature must comply with Rule 302 of Regulation S-T.
Does selecting New Jersey in EFD cover other states too?
No. Each state is a separate selection with its own fee, so you must add every state where you sold and pay each one inside EFD.
Related reading
- How to Fill Out Massachusetts Securities Division Form D Notice + FAQs
- How to Fill Out Washington DFI Securities Form D Notice Filing + FAQs
- How to Fill Out the Massachusetts Securities Division Form D Notice + FAQs
- How to Fill Out New Jersey Bureau of Securities Broker-Dealer Registration + FAQs
- How to Fill Out North Carolina Securities Form D Notice (NC) + FAQs
- How to Fill Out the New Jersey ISRA Remediation Certification + FAQs
- How to Fill Out SEC Form S-1 (w/Examples) + FAQs