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The Devil is in the Details Part 4: Blue Sky Amendments for Private Fund Managers

Read Part 1: The Devil is in the Details: A Primer on Form D and Blue Sky Filings for Private Fund Managers

Read Part 2: The Devil is in the Details: Form D and Blue Sky Filings Renewals and Amendments for Private Fund Managers

Read Part 3: The Devil is in the Details: Blue Sky and Form D Filing Requirements for Offshore Funds

 

With laws varying by state, keeping up with blue sky filing requirements can be a headache.  Many state laws don’t mention amendments (or renewals), but does that mean they are not required?  Not always, in our experience.

While renewals are made on an annual basis to update the number of investors and amount sold in the state, amendments are made “other-than-annually.”  Amendment requirements vary by state.  Many states require  amendments  for material changes, similar to the material changes that would require an update to the Form D filed with the SEC, however, check with the corresponding state securities division to confirm.  Material changes that require amendments include an increase in the total offering amount, a name change of the fund, or a correction to a material mistake on the original filing.

Generally, there is no fee associated with filing an amendment.  For states that accept blue sky filings via the NASAA Electronic Filing Depository (EFD), amendments can be made electronically.  Other times, the issuer is only required to mail a paper copy of its updated Form D to the state securities office.  Although state dependent, most blue sky amendments should be made within 30 days of the amended SEC Form D filing.

Rather than spending the time and resources internally, outsourcing your Blue Sky Filings to Hardin will allow you to pay one combined fee for the research and filing fees for each state.  At Hardin, we have dedicated resources to monitor renewals and we proactively reach out to our Blue Sky clients monthly to ask about new investors or any other changes that may require an amendment.  For more information or to contact the Blue Sky Filing Team, check out the summary of Hardin’s Blue Sky Filing Service.

Photo by Carmine Savarese on Unsplash

 

Partner with Hardin Compliance Consulting

Need help with state Blue Sky compliance and Form D filings?  Hardin Compliance can help!  Call us today at 1.724.935.6770, or visit our website at www.hardincompliance.com for more information.


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