Blue Sky Admin – Private Offering (Reg. D-Rule 506)


Issuers of Rule 506 offerings are required to comply with a complex set of both federal and state notice filing requirements related to critical investments. To comply, the entire process must be completed no later than 15 days after the first notice of investment in each state. Some states require a separate Form U-2, regardless of the consent language in Form D — increasing complexity.

NRS expert Blue Sky compliance professionals combine decades of experience with our robust NRS Blue Sky Solution System™ to ensure that your firm remains compliant. NRS provides:

  • Initial Conversion and Annual Audits – With firm-provided data, NRS conducts an initial audit of all conversion records and ongoing audits of the Form D filings. NRS prepares all uniform and/or state forms, coordinates client review and obtains authorized signatures
  • Investment Monitoring and Reporting – NRS monitors monthly sales activity to determine the states in which filings must be completed. An initial notice filing is made each time securities are purchased by an investor in a state where a notice filing has not been previously filed
  • Accounting and State Filing Fee Payments – NRS manages payment for state filing fees on behalf of the firm and provides detailed reports of filings to be submitted and fees due
  • Preparation of Form D and Filing with SEC – NRS prepares the Form D for the issuer and submits it for final review and sign-off by an authorized officer to become the “certified” Form D
  • Initial State Filings – NRS prepares and files all initial Form D notice filings no later than 15 days after the first investment in any state, including manually signed copies of the Form D as filed with the SEC where mandated, a Form U-2 where required, and the applicable state filing fee
  • Amendment Notice Filings – An amended Form D is prepared and filed with the SEC via EDGAR, as appropriate, with copies of the Form D/A filed with all states in which such amendments are required.