A notice filing is a heads-up to a state’s administrator that a federal covered security (more on these in a minute) will be offered for sale in its jurisdiction. This heads up is required of issuers of federal covered securities. It is important to note that the issuers are not officially registering their securities at the state level. Instead, they are simply notifying the states that they will be selling the securities in their states. The state cannot impose additional filing requirements on these issuers that exceed the federal requirements. The issuers will still have to pay fees to the states that they will be selling in. Issuers usually don’t mind notice filing too much because the requirements are few. They must simply:
1. Submit all the documents that are used to register the security on a federal level to the state’s securities administrator prior to sale.
2. Deliver copies of all amendments to the federal documents to the state administrator at the same time that they are submitted to the federal government.
3. Provide a report describing the value of the federal covered securities that will be sold in the state.
4. Provide a consent to service of process.
5. Pay any filing fees required by the state.
State securities registrations and notice filings expire one year after their effective date. They are renewable as long as copies of the appropriate paperwork are filed with the state on or before the one-year anniversary.
Note: December 31 is only an important date for the registration of individuals and firms in the securities industry; December 31 is not an important date for the registration of securities, because the registration of a security expires after one year from its effective registration date.
