21 Va. Admin. Code § 5-45-20 – Offerings conducted pursuant to Rule 506 of Federal Regulation D (17 CFR 230.506): filing requirements and issuer-agent exemption.

A. An issuer offering a security that is a covered security under § 18 (b)(4)(D) of the Securities Act of 1933 (15 USC § 77r(b)(4)(D)) shall file with the commission no later than 15 days after the first sale of such federal covered security in this Commonwealth (filing deadline):
1. 1. A notice on SEC Form D (17 CFR 239.500), as filed with the SEC.
2. 2. A filing fee of $250 payable to the Treasurer of Virginia.
B. An amendment filing shall contain a copy of the amended SEC Form D. No fee is required for an amendment.
C. For the purpose of this chapter, SEC "Form D" is the document, as adopted by the SEC entitled "Form D, Notice of Exempt Offering of Securities."
D. Pursuant to § 13.1-514 B 13 of the Act, an agent of an issuer who effects transactions in a security exempt from registration under the Securities Act of 1933 pursuant to rules and regulations promulgated under § 4(2) thereof (15 USC § 77d(2)) is exempt from the agent registration requirements of the Act.
E. Should the filing not be timely made in accordance with subsection A of this section, in addition to the filing fee set forth in subsection A of this section, a late charge of $250 will be assessed if filed within 90 days of the filing deadline, $500 if filed within six months of the filing deadline, and $750 if filed more than six months of the filing deadline.

§§ 12.1-13 and 13.1-523 of the Code of Virginia.

Derived from Virginia Register Volume 19, Issue 23, eff. July 1, 2003; amended, Virginia Register Volume 25, Issue 22, eff. July 1, 2009; Volume 29, Issue 20, eff. June 3, 2013; Volume 31, Issue 25, eff. July 31, 2015; Volume 36, Issue 2, eff. September 16, 2019; Volume 42, Issue 8, eff. January 1, 2026.