A state Regulation A+ notice filing is the short, state-level form a company submits so it can legally sell its Tier 2 Regulation A shares to investors in that state after the SEC qualifies the offering. It is not a full registration. It is a notice, a consent to service of process, and a fee, sent to each state where you plan to raise money.
Most issuers file this notice through the North American Securities Administrators Association’s Electronic Filing Depository (EFD), the same online system used for Form D filings. Even though Tier 2 offerings are federally preempted from state registration, at least 42 states still want a notice filing and a check, and missing one can stop your sales in that state cold. About one in four Reg A issuers underestimate how many state notices they actually owe, which is why late fees and rejected filings are so common.
Here is what you will learn in this guide:
- 📋 What the Regulation A+ Tier 2 notice filing is and which states require it
- 🗂️ Every document and number you must gather before you open the form
- ✍️ A line-by-line walkthrough of each field on the EFD notice filing form
- 👥 Three full filled-out examples using real-world scenarios
- ⚠️ The costly mistakes, deadlines, and renewal traps that trip up most filers
What the Form Is and Who Must File It
The Regulation A+ Tier 2 state notice filing is a state-level submission that tells a state securities regulator you intend to sell qualified Tier 2 securities to that state’s residents. It exists because of a split in the law. Under the federal Securities Act of 1933, Section 18(b)(4) treats Tier 2 Reg A securities as “covered securities,” which blocks states from making you register. States kept one power, though: under Section 18(c), they may still demand a notice, a consent to service of process, and a fee.
The form is built on the NASAA Model Notice Filing Rule for Regulation A – Tier 2 Offerings, adopted May 15, 2016. Most states either accept the model “Regulation A – Tier 2 notice filing form” or simply ask for copies of everything you filed with the SEC, plus a Form U-2 consent to service of process. The receiving agency is your state securities division, such as the California Department of Financial Protection and Innovation (DFPI) or the Wisconsin Department of Financial Institutions (DFI).
Any issuer running a Tier 2 offering and planning to sell into a given state must file there. This includes startups, real estate funds, and operating companies raising up to $75 million in a 12-month period. If you only advertise nationally but accept money from a state’s residents, that state’s notice rule still applies.
The plain-English version of the rule is simple: file before you sell. The consequence of ignoring it is serious. A state can issue a cease-and-desist, void sales, or fine you, and a missed notice can give investors a rescission right, meaning they can demand their money back. One common misconception is that “federal preemption” means states are fully out of the picture. That is false. Preemption removes state registration, not the state notice and fee.
Before You Start: Documents and Information You Need
Filing goes fast when your file is ready and stalls when it is not. The notice itself is short, but the system asks for exact numbers and attachments that you cannot guess. Gather everything below before you log in to EFD, because a half-finished filing can time out and force you to start over.
Here is your pre-filing checklist:
- SEC qualification date. This is the date the SEC qualified your Form 1-A. It controls when your offering may begin and when some states’ clocks start; without it you may file too early and be rejected.
- Your CIK number. The SEC’s Central Index Key identifies your company on EDGAR. EFD uses it to pull and match your offering; a wrong CIK links your fee to the wrong company.
- CRD number (if you have one). This Central Registration Depository number ties your filing to FINRA records; many issuers do not have one, and EFD lets you proceed without it.
- Qualified Form 1-A and exhibits. States may want copies of all SEC documents; missing exhibits can make a state treat the filing as incomplete and refuse to start its review clock.
- Total offering amount and amount offered in each state. Several states scale the fee to the dollars offered in that state, so an inaccurate number means an underpaid fee and a rejected notice.
- Issuer legal name, address, and entity type. These must match your SEC filing exactly, because a mismatch triggers a manual hold while staff confirm you are the same company.
- Signatory name and title. A duly authorized officer must sign the consent to service of process; an unauthorized signature can void the consent.
- Payment method and budget for fees. EFD pays states by ACH or card, and per-state fees range from $0 to over $1,000, so an empty account will bounce the whole batch.
Confirm each state’s current rule before you file. The Blue Sky fee chart is a useful starting map, but fees and deadlines change, so verify with each state division.
Where to Get the Form and How to Access It
You access and submit the Regulation A+ Tier 2 notice through NASAA’s Electronic Filing Depository at efdnasaa.org. EFD is the central online portal that 40-plus states accept for both Form D and Reg A Tier 2 notices. You create a free account, set up an organization profile for your issuer, and then build a single filing that you can route to many states at once.
A handful of states sit outside EFD or add their own steps. For example, you confirm acceptance and exact mechanics on each state’s page, such as Wisconsin DFI, which lists a $200 fee, or the California DFPI page for Reg A notice filings. New York requires the offering be accepted by the state before sales, and a few states still take paper or email submissions with a separate Form U-2.
To begin, log in to EFD, pick “Regulation A – Tier 2” as the filing type, and select the states you intend to enter. The system then shows the fee for each selected state and assembles your cover page, consent, and attachments into one package. You pay all selected states in one transaction, and EFD time-stamps your submission, which becomes your proof of filing.
The plain-English point is that EFD is your one-stop window for most states. The consequence of skipping it for a non-EFD state is a missed filing, because EFD will not warn you about a state it does not serve. A frequent misconception is that filing in EFD covers every state automatically; it only covers the states you actually select and pay for.
Step-by-Step: How to Fill Out the Regulation A+ Tier 2 Notice Filing Line by Line
The notice filing form follows the structure of the NASAA model and the EFD screens. Below is each field in the order you meet it. Treat every entry as something a state examiner will read against your SEC filing.
Field 1: Filing Type (Initial, Amendment, or Renewal)
This field asks whether you are filing for the first time, changing a prior filing, or renewing an existing one. You answer by selecting one button: Initial for a brand-new state entry, Amendment to increase the dollars offered, or Renewal to extend an existing notice for another 12 months. For example, Brightseed Foods, Inc. selects Initial because it has never filed in California before.
A nuance arises when you want to do two things at once. If you are renewing and also raising the amount offered, many states require the Renewal box plus an extra fee for the increase, as the model rule allows. The most common mistake is marking Initial when a prior notice already exists, which creates a duplicate filing and a duplicate fee that states rarely refund. The misconception here is that an amendment “resets” your 12-month clock; it does not, because only the original effective date governs the renewal deadline.
Field 2: Issuer Legal Name
This field asks for the exact legal name of the company selling the securities. You enter it as it appears on your SEC Form 1-A and your formation documents, in full, with the entity suffix. For example, Brightseed Foods, Inc. is written exactly that way, not “Brightseed Foods” or “Brightseed.”
A nuance comes up if your company uses a trade name or “doing business as” label; you still enter the legal name here and put any DBA where the form provides for it. The common mistake is entering a brand name or a shortened version, which causes a mismatch against EDGAR and a manual hold. The misconception is that small differences “won’t matter to the state,” when in fact the state cross-checks the name against your SEC records and CIK.
Field 3: CIK and CRD Numbers
This field asks for your SEC Central Index Key and, if you have one, your FINRA CRD number. You enter the CIK exactly as shown on EDGAR, with no spaces, and leave CRD blank if you do not have one. For example, Brightseed Foods, Inc. enters its 10-digit CIK 0001899999 and leaves CRD empty.
A nuance is that EFD may auto-fill some details once you enter the CIK, so confirm the system pulled the right company. The common mistake is transposing digits in the CIK, which links your payment and notice to a different company’s record and forces a correction filing. The misconception is that every issuer needs a CRD number; most Reg A issuers do not, and the field is optional.
Field 4: Issuer Address and Contact Information
This field asks for the issuer’s principal business address, phone, and contact email. You enter the physical street address that matches your SEC filing, the main phone, and an email a person actually checks. For example, Brightseed Foods, Inc. enters 500 Mission Street, San Francisco, CA 94105.
A nuance is the P.O. Box question: most states want a physical address here, so use your street address and place a mailing P.O. Box only where a mailing field is offered. The common mistake is listing a defunct or unmonitored email, which means you miss a state’s deficiency notice and blow a response deadline. The misconception is that the address is “just contact info,” when states use it to confirm jurisdiction and where to send legal notices.
Field 5: Type of Offering (Regulation A – Tier 2)
This field asks you to identify the federal exemption you are relying on. You select Regulation A – Tier 2 (Section 18(b)(4)), not Tier 1 and not Regulation D. For example, Brightseed Foods, Inc. selects Regulation A – Tier 2 because the SEC qualified its $50 million Tier 2 offering.
A nuance is that Tier 1 offerings do not use this notice path; they go through state registration or coordinated review, so picking the wrong tier routes your filing incorrectly. The common mistake is selecting Tier 1 out of habit, which can trigger a full state review you are not prepared for. The misconception is that Tier 1 and Tier 2 are interchangeable; they have different limits, $20 million versus $75 million, and very different state treatment.
Field 6: Total Offering Amount
This field asks for the total dollar amount of securities you are offering nationwide under the qualified offering. You enter the aggregate figure from your Form 1-A, in whole dollars. For example, Brightseed Foods, Inc. enters $50,000,000.
A nuance is that some states base their fee on this national number while others base it on the amount offered in their state, so read each state’s rule. The common mistake is entering the amount already sold rather than the amount offered, which understates your filing and can underpay scaled fees. The misconception is that this number can be loose; states treat it as a cap, and exceeding it later forces an amendment.
Field 7: Amount of Securities Offered in This State
This field asks how many dollars of securities you plan to offer to residents of the selected state. You enter a specific dollar figure for each state where the fee is scaled, or confirm “all states” where the fee is flat. For example, in Nevada Brightseed Foods, Inc. enters $5,000,000 offered in-state, which sets its scaled fee.
A nuance is over-selling: if you sell more in that state than you noticed, you must file an Amendment and pay an additional fee before selling more. The common mistake is putting $0 or leaving it blank in a scaled-fee state, which underpays and gets the notice rejected. The misconception is that the national total covers each state automatically; scaled-fee states like Texas and Nevada want the in-state figure.
Field 8: States Selected for Filing
This field asks you to check the boxes for every state where you will sell. You select each target state, and EFD displays the fee and timing rule for each. For example, Brightseed Foods, Inc. selects California, New York, Texas, Florida, and Washington for its first wave.
A nuance is that some states require filing before the first sale while others allow filing within 15 days after the first sale, so timing differs by state. The common mistake is selecting a state you do not actually intend to sell in, which wastes a non-refundable fee. The misconception is that you must file in all 50 states at once; you only file where you will actually offer, and you can add states later.
Field 9: Consent to Service of Process (Form U-2)
This field is the legal heart of the notice: you appoint the state’s securities administrator as your agent to receive legal process. You agree to the Form U-2 language inside EFD or attach a signed Form U-2 for non-EFD states. For example, Brightseed Foods, Inc. accepts the consent so California can serve legal papers on the DFPI Commissioner on its behalf.
A nuance is that the consent must be signed by a duly authorized officer and, in some states, accompanied by a corporate resolution. The common mistake is having an unauthorized employee accept the consent, which can render it invalid and the whole notice defective. The misconception is that the consent is a formality; it is a binding legal appointment that lets the state enforce its securities laws against you.
Field 10: Signature, Title, and Date
This field asks for the name, title, and signature date of the person authorizing the filing. You enter the officer’s full name, exact title, and the date in MM/DD/YYYY format, then sign electronically. For example, Dana Brightseed, Chief Executive Officer, signs and dates it 06/01/2026.
A nuance is that the signer should be an officer with authority to bind the company, not an outside consultant filing on your behalf without authority. The common mistake is a missing or future-dated signature, which can make the filing invalid or premature. The misconception is that an electronic signature is “less binding” than ink; in EFD it carries the same legal weight as a wet signature.
Field 11: Fee Calculation and Payment
This field totals the fees for all selected states and collects payment. You review EFD’s calculated total, choose ACH or card, and submit one payment for the batch. For example, Brightseed Foods, Inc. pays California’s $600, plus the other selected states, in a single ACH transaction.
A nuance is that some states charge flat fees while others scale by offering amount, so the same offering costs different amounts in different states. The common mistake is letting a payment fail for insufficient funds, which voids the entire batch and resets your timing. The misconception is that one national fee covers all states; each state collects its own fee, every time.
Three Filled-Out Examples Using Real Scenarios
Below are three named filers walking through the notice from start to finish. Each table shows the major sections and what that filer enters.
Scenario 1: Brightseed Foods, Inc. — a startup filing in five states at qualification
| Form Section | What Brightseed Enters |
|---|---|
| Filing Type | Initial |
| Issuer Legal Name | Brightseed Foods, Inc. |
| CIK / CRD | 0001899999 / blank |
| Issuer Address | 500 Mission Street, San Francisco, CA 94105 |
| Type of Offering | Regulation A – Tier 2 |
| Total Offering Amount | $50,000,000 |
| States Selected | California, New York, Texas, Florida, Washington |
| Consent to Service | Accepted, signed by Dana Brightseed, CEO |
| Signature / Date | Dana Brightseed, CEO / 06/01/2026 |
| Fees Paid | $600 (CA) + $1,200 (NY) + scaled TX + WA in one ACH |
Scenario 2: Cobalt Income REIT, LLC — a real estate fund doing a national raise in all notice states
| Form Section | What Cobalt Enters |
|---|---|
| Filing Type | Initial |
| Issuer Legal Name | Cobalt Income REIT, LLC |
| CIK / CRD | 0001955555 / blank |
| Issuer Address | 1200 Brickell Avenue, Miami, FL 33131 |
| Type of Offering | Regulation A – Tier 2 |
| Total Offering Amount | $75,000,000 |
| States Selected | All 42 notice-filing states |
| Amount Offered Per State | Entered for each scaled-fee state (e.g., Nevada $10,000,000) |
| Consent to Service | Accepted in every selected state via Form U-2 |
| Fees Paid | Combined batch exceeding $15,000 across all states |
Scenario 3: Harbor Robotics, Inc. — an issuer filing a renewal and increasing the amount offered
| Form Section | What Harbor Enters |
|---|---|
| Filing Type | Renewal (with increase) |
| Issuer Legal Name | Harbor Robotics, Inc. |
| CIK / CRD | 0001877777 / blank |
| Issuer Address | 88 Pioneer Way, Seattle, WA 98101 |
| Type of Offering | Regulation A – Tier 2 |
| Original Effective Date | 07/15/2025 |
| New Total Offering Amount | $60,000,000 (up from $40,000,000) |
| States Selected | Washington, Oregon, California |
| Consent to Service | Already on file; reaffirmed |
| Fees Paid | Renewal fee plus increase fee in each state |
How to File the Completed Form
Most issuers file through one channel, but several states add their own. Use the channel each state actually accepts, and keep proof of every submission.
- Online (NASAA EFD). File at efdnasaa.org for the 40-plus states that accept it. Pay by ACH or credit card. Most submissions post the same day, and EFD gives you a time-stamped confirmation page and PDF, which is your proof of filing. Keep the confirmation and the receipt.
- By mail (non-EFD or supplemental states). Some states want a paper packet with the Reg A – Tier 2 notice form, a signed Form U-2, copies of SEC documents, and a check. Mail it to that state’s securities division address, such as California DFPI, and send it certified mail so you keep the return receipt as proof.
- In person. A few divisions accept hand-delivered packets at their office counter; ask for a date-stamped copy as your proof of filing.
- Acceptance-required states. New York, Maryland, and Texas require the state to accept the filing before you sell, so build in extra days and watch your inbox for the acceptance notice.
For fees, EFD shows the exact amount per state at checkout, and the Blue Sky fee chart lists ranges such as $0 in Pennsylvania and Georgia, $200 in Wisconsin, $600 in California, and scaled fees in Texas and Nevada. Accepted payment is ACH or card in EFD and check or money order for paper states. Processing runs from same-day to a few weeks, so file at least 21 days before your first in-state sale where that rule applies.
What Happens After You File
After you submit, the state time-stamps your notice and, in most cases, simply accepts it without a substantive review, because Tier 2 is preempted from registration. Your initial notice is effective for 12 months from the date you file with that state, per the NASAA model rule. EFD stores your filing history so you can see each state’s status and confirmation.
Some states send a deficiency letter if something is missing, such as an exhibit or a fee shortfall. You then have a short window to cure it, and the email you listed in the contact field is where that letter goes. If you ignore a deficiency, the state can treat the notice as never filed, which means any sales there were unregistered and may be voidable.
Watch your renewal date closely. For each additional 12-month period the same offering continues, you renew before the notice expires by filing the form marked Renewal and paying the renewal fee. A few states, such as Illinois, run timing differently, so confirm each state’s clock rather than assuming they all match your SEC qualification date.
Mistakes to Avoid When Filling Out the Form
- Assuming Tier 2 needs no state filing at all. This leaves you selling unregistered in 42 states and exposed to rescission claims.
- Filing after the first sale in a “before sale” state. This violates the timing rule and can void those early sales.
- Entering a brand name instead of the legal name. This causes an EDGAR mismatch and a manual hold on your filing.
- Transposing digits in your CIK. This links your fee and notice to the wrong company and forces a correction.
- Selecting Tier 1 instead of Tier 2. This can trigger a full state registration review you did not plan for.
- Leaving the in-state offering amount blank in a scaled-fee state. This underpays the fee and gets the notice rejected.
- Over-selling beyond the noticed amount without an amendment. This makes the excess sales unregistered until you amend and pay.
- Letting an ACH or card payment fail. This voids the entire batch and resets your filing timing.
- Having an unauthorized person accept the consent to service. This can make the consent and the whole notice defective.
- Listing an unmonitored email. This means you miss deficiency letters and blow the cure deadline.
- Forgetting the renewal date. This lets your notice lapse, halting sales in that state until you re-file.
- Ignoring acceptance-required states. Selling in New York or Texas before acceptance is an early, illegal sale.
Do’s and Don’ts
Do:
- Do file at least 21 days before your first in-state sale where the state requires it, because that buffer protects you from early-sale violations.
- Do match every field to your SEC Form 1-A, since states cross-check your notice against EDGAR.
- Do track each state’s 12-month renewal date, because the clocks start when you file with each state, not at SEC qualification.
- Do keep your EFD confirmation and receipts, as they are your only proof of timely filing.
- Do confirm each state’s current fee before paying, because scaled fees change and underpayment causes rejection.
- Do file an amendment before over-selling, so your extra sales stay properly noticed.
Don’t:
- Don’t assume EFD covers states you did not select, because it only files where you check the box and pay.
- Don’t use a brand or short name, since a name mismatch stalls the filing.
- Don’t sell in acceptance-required states before approval, because that is an illegal early sale.
- Don’t ignore deficiency letters, as a missed cure can void your notice.
- Don’t pick Tier 1 by mistake, because it routes you into full state review.
- Don’t let your notice lapse, since a lapsed filing stops sales until you re-file and pay again.
Pros and Cons of Filing on Your Own vs. With Help
Many issuers wonder whether to file the notices themselves or hire a Blue Sky service or securities attorney. The choice depends on how many states you enter and how comfortable you are with deadlines.
Pros of filing yourself:
- Lower cost, because you avoid service and legal fees on top of state fees.
- Direct control, since you see and approve every entry.
- Faster for a few states, as a 3-state filing in EFD is quick once your file is ready.
- Learning the system, which helps with future renewals and amendments.
- No middleman delays, because you submit the moment you are qualified.
Cons of filing yourself (and pros of getting help):
- Deadline risk, since a missed 21-day or renewal date can void sales, and a service tracks these for you.
- Fee-calculation errors, because scaled-fee states are easy to underpay without expert review.
- Non-EFD state gaps, as a Blue Sky service knows which states fall outside EFD.
- Time drain, because a 42-state national raise involves heavy tracking that counsel can absorb.
- Legal exposure, since an attorney can confirm your consent and signatures are valid in every state.
Initial Notice vs. Renewal vs. Amendment
| Feature | What It Means |
|---|---|
| Initial Notice | First filing in a state; effective 12 months from the filing date; due before first sale in most states |
| Renewal | Extends the same offering for another 12 months; filed on or before expiration with a renewal fee |
| Amendment | Increases the dollar amount offered in a state; filed with an extra fee before selling the increase |
FAQs
Do I need to file a state notice if my offering is Tier 2 and federally preempted?
Yes. Federal preemption removes state registration, but at least 42 states still require a notice filing, a consent to service of process, and a fee before you sell to their residents.
Do I file these notices through the SEC?
No. You file Form 1-A with the SEC, but state notices go to each state securities division, usually through NASAA’s EFD system, not the SEC.
Do I have to file in all 50 states?
No. You file only in states where you will actually offer or sell. Several states require no notice at all, and you can add states later as your raise expands.
Do I enter my brand name or legal name in the Issuer Name field?
No. Enter your exact legal name as it appears on Form 1-A and EDGAR. A brand or shortened name causes a mismatch and a manual hold.
Do I need a CRD number to file?
No. Most Reg A issuers have no CRD number, and the field is optional. You enter your CIK, which is required, and leave CRD blank.
Do I put the national offering amount or the in-state amount in the “amount offered in this state” box?
No, not the national figure. In scaled-fee states, enter the dollars you plan to offer to that state’s residents, since the fee is calculated on that number.
Do I sign with an electronic signature in EFD?
Yes. An authorized officer signs electronically in EFD, and it carries the same legal weight as a wet-ink signature on a paper Form U-2.
Do all states use the same filing deadline?
No. Some require filing before the first sale, some allow up to 15 days after the first sale, and acceptance-required states like New York must approve before you sell.
Do I need to renew the notice every year?
Yes. For each additional 12-month period the same offering continues, you file a renewal and pay a renewal fee on or before the notice expires.
Do I have to amend if I sell more than the amount I noticed in a state?
Yes. You file an amendment marked as such and pay an additional fee before selling the increased amount in that state.
Do I pay one combined fee for all states?
No. Each state charges its own fee. EFD lets you pay them in one transaction, but the amounts are separate and range from $0 to over $1,000 per state.
Do I keep proof after I file?
Yes. Save your EFD time-stamped confirmation and receipt, or your certified-mail return receipt for paper states, as your only proof of a timely filing.
Do I file before or after the SEC qualifies my offering?
Yes, after qualification in most cases. You generally cannot sell until the SEC qualifies the offering, and many states tie the notice to that qualification date.
Does the amendment reset my 12-month renewal clock?
No. Only the original effective date controls the renewal deadline. An amendment adds offering capacity but does not extend the renewal date.
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 Georgia Securities Form D Notice (GA) (w/Examples) + FAQs
- How to Fill Out North Carolina Securities Form D Notice (NC) + FAQs
- How to Fill Out the State Investment Adviser Notice Filing + FAQs
- How to Fill Out Arizona ACC Form D Notice Filing (Arizona) + FAQs
- How to Fill Out SEC Form S-1 (w/Examples) + FAQs