Comments on: Sec Form D And Related Securities Laws: Q&A For Entrepreneurs

By: Scott Edward Walker

Scott Edward Walker — Fri, 18 May 2012 21:47:00 +0000

thx

By: EDGARAce.com

EDGARAce.com — Fri, 18 May 2012 20:51:00 +0000

very informative.

http://www.edgarace.com

By: Convertible Note Seed Financings: Founders Beware! | TechCrunch

Convertible Note Seed Financings: Founders Beware! | TechCrunch — Sun, 13 May 2012 22:53:13 +0000

[...] and money dealing with applicable state securities commissions (other than preparing and filing a Form D). Second, there is no written disclosure requirement, like a private placement memorandum, if the [...]

By: Scott Edward Walker

Scott Edward Walker — Tue, 30 Aug 2011 15:01:00 +0000

Thank you

By: MK092

MK092 — Tue, 30 Aug 2011 14:57:00 +0000

Understood. I probably should have mentioned an important fact — that the offering will rely on a 506 exemption. That being said, my research seems to indicate that both DE and PA securities laws will apply, but because of the 506 exemption, neither DE nor PA require registration. They do, however, require the notice filing (and payment of the filing fee). Thanks Scott! This is a very helpful site and I’m sure everyone appreciates you taking the time to answer their questions.

By: Scott Edward Walker

Scott Edward Walker — Tue, 30 Aug 2011 04:02:00 +0000

Hey Michelle – Thanks for your question. Unfortunately, determining which States are implicated by a particular offering is extremely fact specific. Indeed, you must comply with the securities laws of any State in which any part of the offer and/or sale took place. Happy to discuss via telephone. Good luck.

By: MK092

MK092 — Mon, 29 Aug 2011 19:17:00 +0000

Thanks Scott. Quick question. ABC Company is issuing/selling equity to CompXYZ Company, both are Delaware companies. However, ABC’s primary office and place of business are located in PA. For purposes of state securities law filings, if a reg D questionnaire is filed, would the state securities laws of DE, PA or both, be followed?

By: Scott Edward Walker

Scott Edward Walker — Tue, 26 Apr 2011 05:37:00 +0000

Thanks Shannon. No, the State filings must be done separately via hard copy. Good luck.

By: Shannon

Shannon — Tue, 26 Apr 2011 05:34:00 +0000

Very concise and helpful, thank you. Quick question…

If I file a Form D with the SEC will they notify my state securities board and alert them to expect a filing with the state if applicable?

By: Scott Edward Walker

Scott Edward Walker — Fri, 08 Apr 2011 15:38:00 +0000

Thanks

By: Sam Gold

Sam Gold — Fri, 08 Apr 2011 15:37:00 +0000

Good stuff.
Sam Goldberg
http://www.PPM.net

By: Scott Edward Walker

Scott Edward Walker — Thu, 12 Aug 2010 23:26:00 +0000

Yes, it is imperative that startups file a Form D in order to comply with applicable securities laws. Thanks.

By: Alex

Alex — Thu, 12 Aug 2010 23:21:16 +0000

Should absolutely every startup file form D? Or in very simple cases (for
example, when it is initial offering to directors/officers only) it is not necessary?