N.D. Cent. Code § 10-04-08.4 (2025)
A federal covered security may be offered and sold in this state without registration, subject to the following:
1. Any federal covered security that is subject to section 18(b)(2) of the Securities Act of 1933, as amended, may be offered and sold upon the electronic filing of: a. A copy of the issuer's registration statement or a notice of intent for an indefinite or definite dollar amount for each security or class of security on a form prescribed by the commissioner. b. A unit investment trust may file an initial notice filing for a definite dollar amount or an indefinite dollar amount. At the time of the initial notice filing for a definite dollar amount, the issuer shall pay a filing fee of one-tenth of one percent of the first seven hundred fifty thousand dollars and one-twentieth of one percent of any amount in excess of seven hundred fifty thousand dollars of the aggregate offering price of each security or class of security. In no event, however, may such filing fee be less than one hundred twenty-five dollars for each security or class of security.
[2] A copy of any document filed with the securities and exchange commission, as the commissioner may require; and [3] A filing fee of five hundred dollars. (b) The initial notice filing is effective for twelve months from the date of the filing with this state. (2) An issuer may increase the amount of securities offered in this state by submitting electronically a uniform notice filing of regulation A - tier 2 offering form marked "amendment". (3) An issuer conducting an offering under this subsection may renew the offering for an additional period of twelve months by electronically filing a uniform notice filing of regulation A - tier 2 offering form marked "renewal" and payment of the renewal filing fee of one hundred dollars. b. A security may not be offered or sold under this subsection, except through or by a broker-dealer and agent registered in accordance with section 10-04-10, unless the security is offered and sold through an officer, director, governor, or partner of the issuer and no commission or other remuneration is paid, either directly or indirectly.
5. The following provisions apply to offerings made under federal Regulation Crowdfunding [17 CFR 227] and sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933 [15 U.S.C. 77d(a)(b) and 15 U.S.C. 77r(b)(4)(C)]: a. (1) An issuer that offers and sells securities in this state in an offering exempt under federal Regulation Crowdfunding [17 CFR 227], and that either has the issuer's principal place of business in this state or sells fifty percent or greater of the aggregate amount of the offering to residents of this state, shall file electronically the following with the commissioner: (a) A completed uniform notice of federal crowdfunding offering form; (b) A copy of any document filed with the securities and exchange commission, as the commissioner may require; and (c) A filing fee of one hundred fifty dollars. (2) If the issuer has the issuer's principal place of business in this state, the filing required under this subsection must be filed with the commissioner when the issuer makes its initial form C filing concerning the offering with the securities and exchange commission. If the issuer does not have the issuer's principal place of business in this state but residents of this state have purchased fifty percent or greater of the aggregate amount of the offering, the filing required under this subsection must be filed when the issuer becomes aware that such purchases have met this threshold and in no event later than thirty days from the date of completion of the offering. The initial notice filing is effective for twelve months from the date of the filing with this state. b. An issuer conducting an offering under this subsection may renew the offering for an additional period of twelve months by electronically filing the uniform notice of federal crowdfunding offering form marked "renewal" and payment of the renewal filing fee of one hundred dollars.
6. The commissioner may issue a stop order suspending the offer and sale of a federal covered security, except a federal covered security under section 18(b)(1) of the Securities Act of 1933, as amended, if it is found to be in the public interest or there is a failure to comply with any of the provisions stated in this section.