Registering and Notice Filing a Securities Offering
Federal Covered Security Notice Filing for SEC Rule 506 Offerings
On March 21, 2025, Georgia adopted an amendment to Rule 590-4-2-.02, Federal Covered Security Notice Filing Requirement for Offerings Pursuant to Rule 506.
EFFECTIVE April 14, 2025, Georgia will require the following:
- The addition of the annual renewal filing requirement and a $100.00 (One Hundred Dollars) renewal fee on notice filings of federal covered securities pursuant to Rule 506;
- A $10.00 (Ten Dollars) processing fee on required filings by the issuers of federal covered securities offered pursuant to Rule 506; and,
- Mandated use of NASAA’s EFD filing platform.
Order Implementing Filing Requirements
The current outbreak of coronavirus disease 2019 (COVID-19) was first reported on December 31, 2019 in Wuhan, China. The disease has led to disruptions to everyday life including the imposition of quarantines around the world, which may limit individuals’ access to facilities, personnel, and third party service providers. The Commissioner of Securities recognizes that, in these circumstances, COVID-19 poses potential challenges to registrants in meeting certain requirements under the Georgia Uniform Securities Act of 2008 and rules promulgated thereunder. To ease the burden on issuers, the Commissioner finds that the following Order is in the public interest.
Registration Forms
Form Type: Registration Statements
- Uniform Application to Register Securities (Form U-1)
- Registration Statement in conjunction with SEC Rule 504 Offering (Form D)
- Consent to Service of Process (Form U-2)
- Uniform Corporate Resolution, if applicable (Form U-2A)
Form Type: Prospectus
- Proposed Offering made in Compliance with Regulation A (Form 1-A)
- Proposed Offering made in Compliance with SEC Rule 504 (Form U-7)
- All Other Registrations by Qualification (Form U-7)
Annual Registration Statement Renewal:
- File an updated Prospectus
Amendment to Registration Statement:
Fees
- NO FEE for Registration by Qualification.
How To Submit Documentation
- Applications for Registration By Qualification may be submitted electronically. You may file those documents in .pdf format through the Issuer Upload Document Portal. Include a cover letter with documents requesting registration.
Registration
Registration Statement: Uniform Application to Register Securities (Form U-1)
Prospectus
- File Part I of the Registration Statement filed, or to be filed, under the Securities Act of 1933
Annual Registration Statement Renewal
- File an updated Prospectus as applicable.
Amendment to Registration Statement
- Fill out and submit Amendment to Registration Statement (Form U-1)
Fees
- NO FEE for Registration by Coordination.
How To Submit Documentation
- Applications for Registration By Coordination may be submitted electronically. You may file those documents in .pdf format through the Issuer Upload Document Portal. Include a cover letter with documents requesting registration.
- Invest Georgia Exemption Notice Filing
- Form GA-1
- NO FEE
- Include a cover letter with required forms and/or documents.
- Submit Filing: Issuer Upload Document Portal. Include a cover letter with required forms and/or documents.
- Not-For-Profit Securities Registration Notice Filing
- Form GA-2
- Form U-2
- NO FEE
- Include a cover letter with required forms and/or documents.
- Submit Filing: Issuer Upload Document Portal. Include a cover letter with required forms and/or documents.
- Federal Covered Security Notice Filing for SEC Rule 506 Offerings
- Form D
- $250 Initial Fee and $10 Processing Fee
- $100 Renewal Fee and $10 Processing Fee
- Submit Filing: https://nasaaefd.org/
- Federal Covered Security Notice Filing for Investment Companies
- Form NF
- $250 Initial Fee
- $100 Renewal Fee
- Unit Investment Trusts Submit Filing: https://nasaaefd.org/
- Mutual Funds Submit Filing: https://nasaaefd.org/ and Issuer Upload Document Portal
Note to Mutual Fund Filers: Please note that the Issuer Upload Document Portal is not able to receive filings fees. Payment functionality will be implemented by April 1st, 2020 to allow filing fees to be paid online as well. To make arrangements to submit filing fees until online payment functionality is implemented, the Division will accept ACH payments. Please visit the Issuer Upload Document Portal for more instructions.
- Georgia Uniform Limited Offering Exemption Notice
- Form D
- $250 Initial Fee
- $100 Renewal Fee
- Include a cover letter with required forms and/or documents.
- Submit Filing: Issuer Upload Document Portal. Include a cover letter with required forms and/or documents.
Please note that the Issuer Upload Document Portal is not able to receive filings fees. Payment functionality will be implemented by April 1st, 2020 to allow filing fees to be paid online as well. To make arrangements to submit filing fees until online payment functionality is implemented, the Division will accept ACH payments. Please visit the Issuer Upload Document Portal for more instructions.
How To File
For quicker processing, filers are encouraged to use the online platforms to submit filings.
If submitting filings through US Postal Services or courier services, please follow these instructions:
All checks must be made payable to "Georgia Secretary of State".
Mail documents and payments to:
Securities Division, Office of the Georgia Secretary of State
2 Martin Luther King Jr. Drive SE
Suite 317, West Tower
Atlanta, GA 30334