N.Y. Comp. Codes R. & Regs. tit. 13 § 10.11

Current through Register Vol. 46, No. 41, October 9, 2024

Section 10.11 - Alternative method of filing for certain dealers

(a) Federal Covered Investment Company Dealers must satisfy the initial statement, state notice, and further notice requirements of GBL § 359-e by filing a completed Uniform Investment Company Notice Filing known as Form NF (viewable at https://ag.ny.gov/forms), along with the fees designated herein, with the Department of Law prior to the sale of any securities, issued or to be issued by such dealer, within or from New York State. Such filings shall be valid for a period of four years.

(1) Form NF filings and payments of fees shall be sent to and made payable to the Department of Law. The Department of law may accept electronic or paper filings until such time as the Department of Law designates a system for exclusive electronic filings. The Department of Law may accept filings exclusively through the North American Association of Securities Administrators ("NASAA") Electronic Filing Depository ("EFD") as soon as such capability is available, approved and implemented by the Department of Law.

(2) Federal Covered Investment Company Dealer filings shall be renewed every four years, by submitting Form NF and the same fee applicable to an initial statement filing to the Department of Law. Upon availability of the EFD system to accept Form NF, and the Department of Law's implementation of EFD after any transition period as determined by the Department of Law, filings and payments shall be made through the EFD system.

(3) Federal Covered Investment Company Dealers must satisfy the supplemental statement requirements of GBL § 359-e by filing an amended Form NF with the Department of Law and the supplemental statement fee described in this part. Upon availability of the EFD system to accept Form NF supplemental statements, and the Department of Law's implementation of EFD after any transition period as determined by the Department of Law, such filings and payments shall be made through the EFD system.

(b) Federal Regulation D Covered Securities Dealers must satisfy the initial statement, state notice, and further notice requirements of GBL § 359-e by filing a completed Form D (Form D Notice of Exempt Offering of Securities, published by the U.S. Securities and Exchange Commission, 100 F Street, NE Washington, DC 20549, viewable at https://ag.ny.gov/forms) along with the fees designated in this Part with the Department of Law within 15 days of the first sale of any securities, issued or to be issued by such dealer, within or from New York State. Such filings shall be valid for a period of four years.

(1) Form D filings and payments of fees shall be made through the EFD system. Information regarding the EFD system is available at https://www.efdnasaa.org/.

(2) Federal Regulation D Covered Securities Dealer filings must be renewed every four years, by submitting Form D and the same f ee applicable to an initial statement filing through the EFD system.

(3) Federal Regulation D Covered Securities Dealers must satisfy the supplemental requirements of GBL § 359-e and 13 NYCRR 10.3 and 10.4 by filing an amended Form D through the EFD system with the Department of Law and paying the supplemental statement fee described in this part.

(c) Federal Tier 2 Dealers must satisfy the initial statement, state notice, and further notice requirements of GBL § 359-e by filing a completed Uniform Notice Filing of Regulation A - Tier 2 Offering Form, along with the fees designated in this part with the Department of Law not less than twenty-one (21) calendar days prior to qualification by the SEC of any securities issued or to be issued by such dealer. Such filings shall be valid for a period of four years.

(1) Uniform Notice Filing of Regulation A - Tier 2 Offering Form filings and payments of fees shall be directed to the Department of Law. The Department of law may accept electronic or paper filings and payments until such time as the Department of Law designates a system for electronic filings and payments.

(2) Federal Tier 2 Dealer filings shall be renewed every four years, by submitting the Uniform Notice Filing of Regulation A - Tier 2 Offering Form and the same fee applicable to an initial statement filing to the Department of Law. Upon availability of the EFD system to accept the Uniform Notice Filing of Regulation A - Tier 2 Offering Form, and the Department of Law's implementation of EFD for such filings, filings and payments shall be made through the EFD system.

(3) Federal Tier 2 Dealers must satisfy the supplemental requirements of GBL § 359-e and 13 NYCRR 10.3 and 10.4 by filing an amended Uniform Notice Filing of Regulation A - Tier 2 Offering Form with the Department of Law and the supplemental statement f ee described in this part.

(d) In addition to other filings required in this section, all Federal Regulation D Covered Securities Dealers, Federal Covered Investment Company Dealers and Federal Tier 2 Dealers not incorporated or organized in New York State must also file a Uniform Consent to Service Form U-2 with the Department of State and pay a $35 fee thereto at the time each dealer makes its required initial filing, and request a copy of the Form U-2 be submitted to the Department of Law unless and until such dealers file through EFD. Any dealer completing a filing through EFD is deemed to have irrevocably appointed the Secretary of State as its agent upon whom may be served any summons, complaint, subpoena, subpoena duces tecum, notice, order, judgment or other process directed at it.

(e) If electronic filing is unavailable, filings may be made in paper, to the Department of Law, 28 Liberty St., 21st Floor, New York, NY, 10005, except for the Form U-2 which must be filed according to subsection (d).

N.Y. Comp. Codes R. & Regs. Tit. 13 § 10.11

Adopted New York State Register December 2, 2020/Volume XLII, Issue 48, eff. 12/2/2020