The Virginia SCC Form D notice filing is the state-level notice that an issuer must send to the Virginia State Corporation Commission when it sells securities in Virginia under Rule 506 of federal Regulation D. It is not a separate paper form. It is a copy of the same SEC Form D you file with the federal government, sent to Virginia’s Division of Securities and Retail Franchising along with a $250 fee, as required by 21VAC5-45-20.
This filing tells Virginia regulators that you are raising private money inside the state. You must file it within 15 days after your first sale to a Virginia investor. Miss that window or send the wrong fee, and you risk enforcement action, late penalties, and questions about your exemption. About 1 in 5 state Form D filings get flagged for fee or timing problems, so the details on this page matter.
Here is what you will learn:
- 🗂️ What the Virginia Form D notice filing is and exactly who must send it
- 🧾 The documents, codes, and numbers to gather before you start
- 🖥️ How to file step by step through the NASAA Electronic Filing Depository
- 💵 The $250 fee, the 15-day deadline, and what happens if you are late
- ⚠️ The field-level mistakes that get filings rejected and how to dodge them
This guide uses the current SEC Form D (OMB Number 3235-0076) and the Virginia rule 21VAC5-45-20, last amended effective September 16, 2019. Confirm you are using the live online version before you start.
What the Form Is and Who Must File It
Virginia’s Form D notice filing is a “blue sky” notice. The phrase blue sky refers to state securities laws that protect investors from fraud. When you sell securities under Rule 506, federal law makes those securities “federal covered securities” under Section 18(b)(4)(D) of the Securities Act of 1933. States cannot make you register them. But states can still ask for a notice and a fee, and Virginia does.
The agency that receives your filing is the Virginia Division of Securities and Retail Franchising, part of the State Corporation Commission. The statute behind the rule is Section 13.1-514 of the Virginia Securities Act, with the notice mechanics spelled out in 21VAC5-45-20.
You must file if you are an issuer selling securities under Rule 506 (both 506(b) and 506(c)) to even one investor whose principal residence is in Virginia. An “issuer” is the company or fund raising the money. A startup selling shares, an LLC selling membership units, and a private fund selling partnership interests all count. The trigger is the location of your investor, not the location of your company.
If your offering relies on Rule 504 instead of Rule 506, the rules change. Rule 504 securities are not federal covered securities, so Virginia treats them differently and may require registration or a separate exemption. This guide focuses on the Rule 506 notice filing, which is by far the most common path for private capital raises.
The consequence of skipping this filing is real. Virginia can issue administrative orders, charge late fees, and bar you from claiming the issuer-agent exemption in 21VAC5-45-20(D). That exemption lets your own officers sell the securities without registering as agents. Lose it, and your team could be selling securities illegally.
Before You Start: Documents and Information You Need
The online system gives you a limited time per session, so gather everything first. Compiling your data on a paper copy of SEC Form D before you log in saves you from a timed-out, half-finished filing. Here is the full pre-filing checklist.
- Your EDGAR access codes (CIK, CCC, Password). You cannot create a state Form D notice in the EFD system without first filing Form D with the SEC and getting a CIK number. No CIK means no state filing.
- Your accepted SEC Form D. Virginia requires a copy of the Form D “as filed with the SEC,” so the federal filing must come first. Filing the state notice before the federal one will leave you with mismatched records.
- Issuer legal name and prior names. The name must match your incorporation documents. A typo here can make your filing look like it belongs to a different company.
- Entity type and jurisdiction of formation. You need to know if you are a corporation, LLC, or limited partnership, and the state where you formed. Wrong entity type confuses the public record.
- Date of first sale in Virginia. This sets your 15-day clock. Guess wrong and you may file late without knowing it.
- Names and addresses of all related persons. Executive officers, directors, and promoters must be listed. Leaving one out creates a disclosure gap regulators notice.
- Total offering amount and amount sold. You report dollar figures for the whole raise. Inflated or blank numbers raise red flags.
- The federal exemption you claim. You must check Rule 506(b) or 506(c). The wrong box can undercut your whole exemption.
- A payment method for the $250 fee. EFD takes electronic payment. No payment, no completed filing.
- Your minimum investment amount and use of proceeds details. These round out the offering picture regulators expect to see.
If any item is missing, the safest move is to pause and find it rather than guess. A wrong CIK, a missing officer, or a bad date are the three problems that most often send a Virginia filing back.
Where to Get the Form and How to Access It
There is no separate Virginia paper form to download for a Rule 506 notice. The “form” is your SEC Form D, and Virginia receives it electronically through the NASAA Electronic Filing Depository, known as EFD. NASAA stands for the North American Securities Administrators Association, the group of state regulators that built the system.
Before EFD existed, issuers mailed paper copies to each state. Today, almost every state, including Virginia, accepts and prefers the electronic notice through EFD. As of January 2025, all filings and payments run through the migrated site at nasaaefd.org; the old efdnasaa.org address no longer works.
To get started, you first need EDGAR access from the SEC. New filers submit a Form ID to request access and receive a Central Index Key (CIK), a CIK Confirmation Code (CCC), and a password. You also set up a Login.gov account to reach the EDGAR system. Without these, you cannot file the federal Form D, and without the federal filing, you cannot create the Virginia notice in EFD.
Once your federal Form D is accepted, you create a free filer account at nasaaefd.org. EFD pulls your accepted Form D data using your CIK and CCC, so most of the work is already done. You then pick Virginia as a state, confirm the data, and pay. Keep your EDGAR codes private, because anyone with them can file in your name.
Step-by-Step: How to Fill Out SEC Form D Line by Line for the Virginia Notice
Because Virginia’s notice is a copy of your SEC Form D, filling out the federal form correctly is the whole job. Below is each item of Form D in the order it appears, with how to answer it, an example, an edge case, the common mistake, and the misconception filers carry. Use the exact item names printed on the form.
Item 1: Issuer’s Identity
This item asks for the legal name of the company raising money, any previous names, and the entity type. You answer by typing your full legal name exactly as it reads on your charter, then checking your structure, such as corporation, limited partnership, or limited liability company, and naming the state where you formed. For example, Blue Ridge Robotics, Inc. enters that exact name, checks Corporation, and lists Virginia as its jurisdiction of incorporation.
A common edge case is a recent name change. If your company was once Blue Ridge Robotics LLC before converting to a corporation, you list the prior name in the “previous names” field so the public record connects the two. A frequent mistake is adding or dropping “Inc.” or a comma, which makes your filing look like a different entity and can break the link to your EDGAR record. The misconception here is that a trade name or “doing business as” name is fine; it is not, because regulators match the legal charter name, not your brand.
Item 2: Principal Place of Business and Contact Information
This item asks where your company actually operates and how regulators can reach you. You enter your street address, city, state, ZIP, and a working phone number, using the location where leadership runs the business. For example, Blue Ridge Robotics, Inc. lists 1300 Innovation Way, Charlottesville, VA 22901 with its main office phone.
The edge case many filers face is a home-based startup or a fund managed from a different state than where it is organized. You use the real operating address, even if it is a founder’s home, not a registered-agent address. The common mistake is listing a lawyer’s office or a P.O. Box as the principal place of business, which can misstate where you operate and confuse jurisdiction questions. The misconception is that this address sets which states you must notice-file in; it does not, because the investor’s home state drives the state filing, not yours.
Item 3: Related Persons
This item asks for the executive officers, directors, and promoters tied to the offering. You list each person’s full name and address and check their relationship, such as executive officer, director, or promoter. For example, founder Dana Pak is listed as both Executive Officer and Director, with her business address.
An edge case is a single-member LLC or a fund with a managing member that is itself an entity; you still list the natural persons who control it. The common mistake is leaving off a director or a promoter who introduced investors, which creates a disclosure gap regulators flag during review. The misconception is that passive investors belong here; they do not, because this item is only for control persons and promoters, not the people buying the securities.
Item 4: Industry Group
This item asks you to pick the industry category that best fits your business. You select one group from the list, such as technology, manufacturing, real estate, or pooled investment fund. For example, Blue Ridge Robotics, Inc. selects Technology, while a venture fund selects Pooled Investment Fund and then its sub-type.
The edge case is a company that spans two fields, like a real estate technology startup; you choose the single category that best describes your core revenue. The common mistake is funds skipping the pooled-investment-fund sub-questions, which then fail to disclose required Investment Company Act information. The misconception is that this choice is cosmetic; it is not, because pooled funds answer extra questions that other issuers skip, and the wrong group hides those questions.
Item 5: Issuer Size
This item asks for your company’s revenue range or, for funds, your net asset value range. You check the bracket that matches, or select “Decline to Disclose,” which is allowed. For example, an early-stage Blue Ridge Robotics, Inc. checks No Revenues, while a fund checks its net asset value range.
The edge case is a brand-new entity with no financial history; “No Revenues” or “Decline to Disclose” is the honest answer. The common mistake is guessing a revenue band that overstates your size, which creates a record that conflicts with later filings. The misconception is that you must reveal exact figures; you do not, because the form only asks for a range and lets you decline.
Item 6: Federal Exemption(s) and Exclusion(s) Claimed
This item asks which federal exemption supports your offering, and it is the heart of a Rule 506 filing. You check Rule 506(b) or Rule 506(c), depending on whether you used general solicitation. For example, a quiet friends-and-family round checks Rule 506(b), while an offering that advertised online checks Rule 506(c).
The edge case is an offering that started under 506(b) and then switched to public advertising; you must align the box with how you actually raised the money. The common mistake is checking 506(b) after running public ads, which can void the exemption because 506(b) bans general solicitation. The misconception is that the two boxes are interchangeable; they are not, because 506(c) requires you to verify that every buyer is an accredited investor, while 506(b) does not.
Item 7: Type of Filing
This item asks whether you are filing a new notice or an amendment to an earlier one. You check New Notice for a first filing or Amendment to update a prior Form D. For example, Blue Ridge Robotics, Inc. checks New Notice on its first raise and later checks Amendment when it adds money to the same offering.
The edge case is a continuous or ongoing offering that crosses a year; you file an annual amendment to keep the record current. The common mistake is filing a brand-new notice when you should have amended the existing one, which clutters the record with duplicate offerings. The misconception is that amendments cost money in Virginia; they do not, because 21VAC5-45-20(B) charges no fee for an amendment.
Item 8: Duration of Offering
This item asks whether the offering will last more than one year. You answer Yes or No based on your realistic timeline. For example, a quick seed round that will close in three months answers No, while an open-ended fund answers Yes.
The edge case is a raise you expect to finish fast but might extend; answer based on your honest plan and amend later if it stretches. The common mistake is answering No and then leaving the offering open for years without amending, which leaves a stale record. The misconception is that this locks you into a deadline; it does not, because you can amend if the timeline changes.
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 options to acquire securities. For example, Blue Ridge Robotics, Inc. checks Equity for common stock, while a fund checks Pooled Investment Fund Interests.
The edge case is a convertible note, which is debt that turns into equity; you typically check Debt and may note the conversion feature. The common mistake is checking only one type when a SAFE or convertible instrument touches two categories, which understates what you sold. The misconception is that the label has no legal weight; it does, because it tells regulators the nature of what investors hold.
Item 10: Business Combination Transaction
This item asks if the offering is part of a merger, acquisition, or similar deal. You answer Yes or No. For example, a normal growth round answers No, while a raise tied to buying another company answers Yes.
The edge case is a fund formed to acquire a single target company; that may be a business combination. The common mistake is answering Yes by accident on a standard capital raise, which signals a deal that does not exist. The misconception is that all fundraising is a “combination”; it is not, because this item targets mergers and acquisitions, not ordinary investment.
Item 11: Minimum Investment
This item asks the smallest amount you will accept from any outside investor. You enter a dollar figure, such as $25,000, or $0 if you set no minimum. For example, Blue Ridge Robotics, Inc. enters $10,000 as its floor for new investors.
The edge case is a fund with different minimums for different share classes; you report the minimum that applies to outside investors. The common mistake is leaving this blank, which makes the offering look incomplete. The misconception is that “minimum investment” means the total raise; it does not, because it is only the smallest single check you will take.
Item 12: Sales Compensation
This item asks whether you pay brokers or finders to sell the securities, and who they are. You list any registered broker-dealer or person receiving sales commissions, with their CRD number and the states they sell in. For example, if no broker is used, you leave it blank; if a placement agent helps, you name the firm and its CRD number.
The edge case is using an unregistered finder, which is risky and must still be disclosed if compensation is paid. The common mistake is paying a finder a commission without registration, which can expose both sides to liability. The misconception is that you must hire a broker; you do not, because the issuer-agent exemption in 21VAC5-45-20(D) lets your own officers sell without registering.
Item 13: Offering and Sales Amounts
This item asks for the total offering amount and the amount already sold. You enter the total target, such as $5,000,000, and the amount sold to date, such as $1,200,000, or check “Indefinite” for the total. For example, Blue Ridge Robotics, Inc. enters $5,000,000 total offering and $1,200,000 sold.
The edge case is an open-ended fund with no cap; you check Indefinite for the total offering amount. The common mistake is reporting $0 sold when you have already taken money, which contradicts your 15-day filing trigger. The misconception is that the “sold” figure must equal the total; it does not, because most offerings file while still open with room left to raise.
Item 14: Investors
This item asks how many investors have already bought in and whether any are non-accredited. You enter the count of investors and the number who are non-accredited, which should be zero in a 506(c) offering. For example, a 506(b) round reports 8 investors, 0 non-accredited if all are accredited.
The edge case is a 506(b) offering that allowed a few sophisticated non-accredited investors; you report that exact count. The common mistake is reporting non-accredited investors in a 506(c) offering, which breaks the 506(c) requirement that all buyers be accredited. The misconception is that you must wait until the raise closes to file; you do not, because the 15-day clock starts at the first sale.
Item 15: Sales Commissions and Finders’ Fees
This item asks the dollar amount of sales commissions and finders’ fees paid or expected. You enter the figures, or $0 if none. For example, Blue Ridge Robotics, Inc. enters $0 because its founders sold the shares themselves.
The edge case is a fee that is not yet final; you provide a good-faith estimate and note it. The common mistake is leaving the box blank instead of entering $0, which reads as missing data. The misconception is that this includes legal or accounting costs; it does not, because it covers only selling commissions and finders’ fees.
Item 16: Use of Proceeds
This item asks how much of the money will go to officers, directors, or affiliates. You enter the amount of gross proceeds used to pay those insiders, or $0. For example, Blue Ridge Robotics, Inc. enters $0 because no proceeds pay insiders directly.
The edge case is a fund that pays a management fee to its affiliated manager; that amount belongs here. The common mistake is hiding insider payments, which can look like concealment to regulators. The misconception is that this item asks for your full budget; it does not, because it only asks about payments to insiders.
Signature and Submission Block
The final block asks an authorized person to sign and certify the form. You type the signer’s name, title, and date, certifying the information is true and that the issuer is not disqualified under the “bad actor” rule. For example, Dana Pak, Chief Executive Officer, signs and dates the form before transmission.
The edge case is a fund where a manager signs on the issuer’s behalf; that authority must be real. The common mistake is letting an unauthorized person sign, which can invalidate the filing. The misconception is that the electronic signature is informal; it is not, because it carries the same legal weight as ink and exposes the signer to liability for false statements.
Three Filled-Out Examples Using Real Scenarios
Below are three common fact patterns, each following one filer through the key sections of the Virginia Form D notice.
Scenario 1: Dana Pak, a Charlottesville startup founder doing a 506(b) seed round
| Form Section | What Dana Enters |
|---|---|
| Item 1: Issuer’s Identity | Blue Ridge Robotics, Inc., Corporation, Virginia |
| Item 2: Principal Place of Business | 1300 Innovation Way, Charlottesville, VA 22901 |
| Item 3: Related Persons | Dana Pak — Executive Officer and Director |
| Item 6: Federal Exemption | Rule 506(b) |
| Item 7: Type of Filing | New Notice |
| Item 9: Type of Securities | Equity |
| Item 13: Offering Amounts | $2,000,000 total, $500,000 sold |
| Item 14: Investors | 6 investors, 0 non-accredited |
| Virginia State Filing | Virginia selected in EFD, $250 fee paid |
Scenario 2: Marcus Lee, a venture fund manager with one Virginia limited partner
| Form Section | What Marcus Enters |
|---|---|
| Item 1: Issuer’s Identity | Tidewater Ventures Fund II, LP, Limited Partnership, Delaware |
| Item 4: Industry Group | Pooled Investment Fund — Venture Capital Fund |
| Item 6: Federal Exemption | Rule 506(b) |
| Item 7: Type of Filing | New Notice |
| Item 8: Duration of Offering | Yes, more than one year |
| Item 11: Minimum Investment | $250,000 |
| Item 13: Offering Amounts | Indefinite total, $10,000,000 sold |
| Item 16: Use of Proceeds | Management fee paid to affiliated manager |
| Virginia State Filing | Triggered by one VA limited partner, $250 fee paid |
Scenario 3: Aisha Carter, filing an amendment to an ongoing 506(c) real estate offering
| Form Section | What Aisha Enters |
|---|---|
| Item 1: Issuer’s Identity | James River Realty Capital, LLC, Limited Liability Company, Virginia |
| Item 6: Federal Exemption | Rule 506(c) |
| Item 7: Type of Filing | Amendment |
| Item 9: Type of Securities | Pooled Investment Fund Interests |
| Item 13: Offering Amounts | $20,000,000 total, $14,500,000 sold |
| Item 14: Investors | 31 investors, 0 non-accredited |
| Item 15: Sales Commissions | $0 |
| Amendment Fee | No fee due in Virginia for an amendment |
| Virginia State Filing | Amendment transmitted to Virginia through EFD |
How to File the Completed Form
Virginia accepts the Rule 506 notice through the electronic system, and that is the channel almost everyone uses today. Below is each available path with the details you need.
Online through EFD (preferred and primary). File your federal Form D on EDGAR first, then create a free account at nasaaefd.org. EFD imports your accepted Form D using your CIK and CCC, you select Virginia, confirm the data, and pay the $250 fee by electronic check or credit card. Processing is near-instant, and you should download and keep the EFD confirmation receipt and a PDF of the transmitted filing as your proof of filing.
By mail (limited use). Virginia’s Division of Securities and Retail Franchising sits at the State Corporation Commission. If a paper notice is needed, the mailing address is P.O. Box 1197, Richmond, VA 23218, with a courier address of 1300 East Main Street, 9th Floor, Richmond, VA 23219. Make the $250 check payable to the “Treasurer of Virginia,” and keep a certified-mail receipt as proof. For nearly all Rule 506 filers, EFD replaces mail.
In person or by fax. The Division’s office is at 1300 East Main Street in Richmond, and its fax line is (804) 371-9911. These channels are rarely used for routine notice filings and exist mainly for special situations. The Division can be reached at (804) 371-9051 or (804) 371-9276 for filing questions.
Whatever channel you use, save three things: the confirmation receipt, the dated copy of the Form D you sent, and proof of the $250 payment. These protect you if a question ever arises about whether you filed on time.
What Happens After You File
Once your EFD filing transmits, Virginia receives the notice and the $250 fee almost immediately, and the system logs a timestamp. That timestamp is your evidence that you met the 15-day deadline, which is why saving the receipt matters. Virginia does not “approve” the offering, because Rule 506 securities are federal covered and the state only takes notice.
Your filing becomes part of the public record. Investors, regulators, and the public can view basic Form D information, so the data should be accurate and consistent with your federal filing. If you raise more money, change officers, or extend the offering past a year, you file an amendment to keep the record current, and Virginia charges no fee for it.
The Division can review your filing for completeness and may contact you if the fee is wrong, a signature is missing, or the data conflicts with your EDGAR record. If everything is in order, you usually hear nothing further, which is the normal outcome. Keep your records for several years in case of a later inquiry.
If you later discover you filed late or missed Virginia entirely, the safest step is to file as soon as possible and consider speaking with securities counsel. A late notice is generally better than no notice, because ongoing non-compliance carries more risk than a delayed but corrected filing.
Mistakes to Avoid When Filling Out the Form
- Filing the state notice before the federal Form D is accepted, which leaves EFD with no data to import and stalls your filing.
- Checking Rule 506(b) after using public advertising, which can destroy the exemption because 506(b) bans general solicitation.
- Listing non-accredited investors in a 506(c) offering, which violates the 506(c) rule that every buyer be accredited.
- Using your company’s home state instead of the investor’s state to decide where to file, which can cause you to skip Virginia entirely.
- Entering the legal name with a typo or wrong suffix, which breaks the link to your EDGAR record and confuses the public file.
- Reporting $0 sold while your 15-day clock has already started, which contradicts the very reason you are filing.
- Leaving dollar fields blank instead of entering $0, which reads as missing data and can prompt a follow-up.
- Sending the wrong fee amount or a check payable to the wrong party, which delays acceptance and may count as not filed.
- Filing a brand-new notice when you should have filed an amendment, which creates duplicate offerings in the record.
- Missing a director or promoter in the related-persons item, which creates a disclosure gap regulators notice and question.
- Letting an unauthorized person sign the form, which can invalidate the entire filing.
- Forgetting to amend an ongoing offering each year, which leaves a stale and misleading public record.
Do’s and Don’ts
Do’s
- Do file your SEC Form D on EDGAR first, because Virginia requires a copy of the form “as filed with the SEC.”
- Do gather every code and number before logging in, because the online session times out and can lose your work.
- Do confirm your investor’s principal residence, because the investor’s home state decides whether Virginia gets a filing.
- Do pay exactly $250 to the Treasurer of Virginia, because the wrong amount or payee can make the filing incomplete.
- Do save your EFD confirmation, because it is your proof you met the 15-day deadline.
- Do amend the filing when facts change, because an outdated record can raise compliance questions.
Don’ts
- Don’t advertise the offering if you checked 506(b), because general solicitation breaks that exemption.
- Don’t guess your date of first sale, because it sets the deadline and a wrong date can hide a late filing.
- Don’t list passive investors as related persons, because that item is only for control persons and promoters.
- Don’t share your EDGAR codes, because anyone with them can file in your name.
- Don’t assume amendments cost money in Virginia, because 21VAC5-45-20(B) charges no amendment fee.
- Don’t ignore Virginia because your company is elsewhere, because the investor’s location, not yours, triggers the filing.
Pros and Cons of Filing on Your Own vs. With Help
Pros of filing on your own
- It saves money, because you avoid attorney or filing-agent fees on top of the $250 state fee.
- It is faster for simple offerings, because EFD imports your Form D data automatically.
- You learn the process, which helps when you file amendments or future rounds.
- You keep direct control of your codes and timing, with no hand-offs that can cause delays.
- It works well for a clean, single-state 506(b) seed round with few investors.
Cons of filing on your own (and pros of getting help)
- A wrong exemption box can quietly void your offering, and counsel catches that risk early.
- Multi-state raises get complex fast, and a filing agent tracks each state’s fee and deadline.
- The “bad actor” certification carries legal weight, and a lawyer confirms you qualify.
- Funds answer extra Investment Company Act questions, where professional help prevents errors.
- A missed deadline can trigger penalties, and an advisor builds a calendar so nothing slips.
FAQs
Is the Virginia Form D notice filing the same as the SEC Form D?
Yes. Virginia accepts a copy of the same SEC Form D you file federally, transmitted through the EFD system with a $250 state fee, under 21VAC5-45-20.
Do I have to file in Virginia if my company is based in another state?
Yes. If even one investor’s principal residence is in Virginia, you must file the notice there, because the investor’s location, not your company’s, triggers the requirement.
Is there a filing fee for the Virginia notice?
Yes. The fee is $250, payable to the Treasurer of Virginia, as set in 21VAC5-45-20. Amendments carry no fee.
Is the deadline really only 15 days?
Yes. You must file within 15 days after the first sale to a Virginia investor, and if the deadline lands on a weekend or holiday, it moves to the next business day.
Do I check Rule 506(b) or 506(c) in Item 6 if I posted about my raise online?
No. Do not check 506(b) if you advertised publicly, because 506(b) bans general solicitation; public advertising requires the 506(c) box and accredited-investor verification.
Do I list my investors as related persons in Item 3?
No. Item 3 is only for executive officers, directors, and promoters, not for the people buying your securities.
Do I enter the total raise in the “amount sold” box in Item 13?
No. The “amount sold” box is only what you have actually sold so far, while the separate total-offering box holds your full target.
Do I write my brand name in Item 1 if it differs from my legal name?
No. Item 1 requires your exact legal charter name, because regulators match the legal name, not a trade or brand name.
Is filing Form D a condition of keeping my Rule 506 exemption?
No. A Rule 506 offering does not lose its federal exemption just because the issuer fails to file Form D, but skipping it can trigger state penalties and loss of the issuer-agent exemption.
Do I need a broker-dealer to sell my securities in Virginia?
No. The issuer-agent exemption in 21VAC5-45-20(D) lets your own officers sell the securities without registering as agents.
Is an amendment free to file in Virginia?
Yes. Under 21VAC5-45-20(B), no fee is required for an amendment, though you must still file one when key facts change.
Do I need an EDGAR CIK number before I can file the Virginia notice?
Yes. You must file the federal Form D and obtain a CIK first, because EFD imports your accepted Form D data using that CIK to build the state notice.
Is a Rule 504 offering filed the same way as a Rule 506 notice?
No. Rule 504 securities are not federal covered securities, so Virginia may require registration or a separate exemption rather than this simple notice filing.
Is the electronic signature on Form D legally binding?
Yes. The electronic signature carries the same weight as ink and exposes the signer to liability for false statements, so only an authorized person should sign.
Related reading
- 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 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 Virginia Form 500 (w/Examples) + FAQs
- How to Fill Out the Virginia SCC Investment Adviser Registration (Form ADV) + FAQs
- How to Fill Out SEC Form S-1 (w/Examples) + FAQs