Form D Notice Filing Requirements

The table set forth below summarizes the filing requirements applicable to the private and limited offering exemptions adopted under the Securities Act of Washington, chapter 21.20 RCW, that are designed to coordinate with federal Regulation D.

Exemption	Federal 504 & WAC 460-44A-504	Federal Rule 505 & WAC 460-44A-505	Federal Rule 506 & WAC 460-44A-506
What To File	A paper copy of the electronic Form D filed with the SEC A report of the date of first sale to a resident of the State of Washington or an indication that sales have not yet occurred in this state (which may be included in a cover letter); and The required filing fee.
Fee	$50	$300	$300
Note: Checks should be made payable to the "Washington State Treasurer"
When To File	Pre-sale filing required No later than 10 business days prior to receipt of consideration or the delivery of a signed subscription agreement	Post sale filing allowed Notice must be received by the Securities Division no later than 15 days after the first sale of securities in the State of Washington, unless the due date falls on a Saturday, Sunday or holiday, in which case the due date is the first business day following.
Amendments	WAC 460-44A-503(3) sets forth the requirements for filing amendments to Form D. Annual amendments are required for ongoing offerings. See WAC 460-44A-503(3)(x). An issuer may voluntarily file an amendment at any time. Any amendment to a Form D filing must update all items on Form D regardless of why the amendment is filed. See WAC 460-44A-503(4).
Where To File	All filings submitted by mail to the Division should be addressed to: Securities Division Department of Financial Institutions P.O. Box 9033 Tumwater, WA 98507-9033 For courier and walk-in filings, the Division is located at: 150 Israel Rd. SW Tumwater, WA 98501
Background	Beginning March 16, 2009, electronic filing on new Form D is mandatory at the federal level. An issuer that intends to file electronically with the SEC should allow ample time to obtain an EDGAR access code prior to filing. For more information on filing with the SEC, please consult the SEC’s Guidance on Form D Filing Process. See also Securities Act Release No. 33-8891 (PDF)* (Feb. 6, 2008).
Help	If you have any questions regarding Form D filing requirements in Washington, please contact Faith Anderson by telephone at 360-725-7825 or by e-mail at fanderson@dfi.wa.gov.

* This document is a PDF file, and you will need Adobe Acrobat Reader to view it. If you don't already have Acrobat Reader installed on your computer, you may download it for free from Adobe.

[Top]