I need to send materials to the Securities Division, what is the mailing address?
You may submit necessary documents to us at the following:
NC Department of the Secretary of State
Securities Division
PO Box 29622
Raleigh, NC 27626-0622
NC Department of the Secretary of State
Securities Division
2 South Salisbury Street
Raleigh, NC 27601
What laws govern the offer, sale and purchase of securities?
Where can I find the state laws governing securities offers, sales and purchases?
The North Carolina Securities Act and the North Carolina Administrative Code govern the securities offers, sales, and purchases in North Carolina.
The U.S. Securities and Exchange Commission enforces federal securities laws and regulations.What forms do I need to apply for a securities registration, exemption or notice filing?
| Registrations/Exemptions/Notice Filings | Forms or Information Found At: |
|---|---|
| Securities Dealer – Form BD Securities Salesperson – Form U-4 Investment Adviser – Form ADV Part I & 2 Investment Adviser Representative – Form U-4 |
To register, use the CRD and the IARD registration systems. |
| Registered public offering of securities Securities offering – Forms U-1, U-2 and U-2A (for corporate issuer) |
See N.C.G.S. §§ 78A-26,
-27 &
-28 North American Securities Administrators Association (NASAA) |
| Small Company Offering Registration (SCOR) – Forms U-7, U-1, U-2 and U-2A (for corporate issuer) |
See N.C.G.S. § 78A-27 See the NASAA website. |
| Notice filing for a mutual fund – Form NF |
See N.C.G.S. § 78A-31(a) See the NASAA website. |
|
Rule 506 transaction notice filing – Form D State filing requirements for Issuers Relying on the Securities Act of 1933, Regulation D, Rule 506 |
See requirements at 18 NCAC 06A.1211 See the Securities and Exchange Commission (SEC) website. @* Removed Ticket 8991 RK 10/17/18 See NC Securities Division’s Informational Bulletin.*@ Electronic filing available at US Electronic Filing Depository |
| Limited offering subject to Rule .1205(b) |
See requirements and schedule at 18 NCAC 06A.1205(b) Form U-2 (and Form U-2A, for corporate issuer) -- NASAA website |
| Exempt not-for-profit offering -- Schedule required by Rule.1209(d), plus Form U-2 (and Form U-2A, for corporate issuer) |
See schedule at 18 NCAC 06A.1209(d) Form U-2 (and Form U-2A, for corporate issuer) – NASAA website |
What fees must I pay for securities registration or exemption filing? When are the fees due?
| Covered Securities/Exemptions/Notice Filings | Registration/Filing Fee | When is it due and how often is it paid? |
|---|---|---|
| Registered public offering of securities | $2,000.00 | On initial application |
| Notice filing for investment company securities | $1,725.00 plus 4276.00 for each series, fund or portfolio offered in North Carolina | On initial notice filing and then on annual renewal |
| Amendment of investment company securities to increase offering size | $50.00 | One-time fee for each amendment |
| Notice filing for Rule 506 transaction | $350.00 | one-time fee per issuer due within 15 days of first sale in NC |
| Exemption notice for a limited offering subject to Rule .1205(b) | $150.00 | One-time fee per offering due 10 days before the first sale in NC |
| Exemption filing by not-for-profit issuer | No Charge | No fee, but filing is due 5 days before the first sale in NC |
| Regulation A-Tier 2 | No Charge | Requested courtesy filing of cover letter and Form U-2 |
How do I pay the required fee?
To pay a registration fee for a security or an exemption filing fee, please make your check payable to “The NC Department of the Secretary of State” and mail it to:
NC Department of the Secretary of State
Securities Division
PO Box 29622
Raleigh, NC 27626-0622
Notice filings for investment companies may be submitted electronically to the Securities Division. If you are interested in submitting the Form NF through BlueExpress, please contact the Securities Division at 919-814-5400 for more information.
What requirements does North Carolina have for Regulation A-Tier 2 offerings?
The NC Securities Division requests a courtesy filing of a cover letter and Form U-2.
Is there a charge to file an amendment to a Form D filing?
No. There is no charge to amend a Form D filing in North Carolina.
Does North Carolina have any exemptions from registration for crowdfunding? What is the North Carolina Securities Division's position on crowdfunding?
North Carolina has passed its own intrastate crowdfunding act, the PACES Act. For more information, please visit our Crowdfunding page.