Blue Sky State Filling Fees

Understanding Blue Sky State Filing Fees: A Key Requirement for Regulation D Offerings

When raising capital through a private securities offering, many issuers assume that filing Form D with the SEC is the final step. However, that’s just the beginning of full compliance. To legally offer securities to investors in specific U.S. states, issuers must also comply with state-level securities laws, commonly known as Blue Sky Laws.

A critical component of this compliance process involves paying state filing fees, which can vary widely across jurisdictions. In this guide, we’ll explain what Blue Sky laws are, how filing fees work, and what issuers need to know to stay compliant and avoid costly penalties.

What Are Blue Sky Laws?

Blue Sky Laws are state securities regulations that require issuers to notify and pay filing fees to the state securities regulators where investors are located. These laws are designed to protect investors from fraud by requiring basic disclosure, even for exempt offerings such as those made under SEC Regulation D (Rules 504, 506(b), and 506(c)).

Even though a Regulation D offering is exempt from federal registration, it is not exempt from state notice filings and associated fees.

When Are Blue Sky Filings Required?

You must make a Blue Sky filing in each state where you sell securities to investors. Generally, this filing must be made within 15 days of the first sale in that state, which aligns with the timing of your Form D filing with the SEC.

The filing typically includes:

  • A copy of Form D

  • A state-specific filing form (such as Form U-2 or U-1)

  • A filing fee (varies by state)

  • Sometimes additional disclosures or documents

How Much Are Blue Sky State Filing Fees?

Blue Sky filing fees vary by state and are typically based on one of the following:

  • A flat fee per offering

  • A tiered fee based on the amount of capital raised in that state

  • A per-investor fee

Below are general examples of current filing fees (subject to change):

State

Filing Fee

Renewal/Amendment

California

$300 (Rule 506 offerings)

$35 amendment

Florida

$250 flat fee

$0 amendment

New York

$1,200 (Initial Filing)

Same for renewal

Texas

$100 flat fee

$0 amendment

Illinois

$300 flat fee

$50 amendment

Massachusetts

$1,000 (Rule 506(b)), $1,500 (506(c))

Same for amendment

New Jersey

$250 flat fee

$0 amendment

 

Ongoing Requirements: Renewals & Amendments

Some states require annual renewals if your offering remains open beyond one year. Others require you to file amendments if material changes occur, such as:

  • Increase in offering size

  • Addition of new selling agents

  • Change in issuer information

Each amendment may come with additional filing fees depending on the jurisdiction.

How to File Blue Sky Notices

There are two primary methods for submitting state Blue Sky filings:

  1. Direct State Filing

    Submit the required documents and fee directly to each state’s securities commission.

  2. NASAA’s EFD System (Electronic Filing Depository)

    Many states now accept filings through the NASAA EFD Portal, which allows issuers to submit and track multiple state filings in one place. Not all states participate, so a hybrid approach may be required.

Why Blue Sky Compliance Matters

Failing to comply with Blue Sky requirements can result in:

  • Hefty fines and penalties

  • Cease and desist orders

  • Investor rescission rights (investors can demand their money back)

  • Damage to your reputation and future fundraising efforts

It’s critical to maintain a compliant offering from both the federal and state levels.