In Michigan, you file Regulation D notice filings with the Department of Licensing and Regulatory Affairs (LARA).
Specifically, the division that handles these “Blue Sky” filings is the Corporations, Securities & Commercial Licensing Bureau (CSCL).
Michigan Filing Requirements (Rule 506)
If you are conducting a Rule 506(b) or 506(c) offering and have investors in Michigan, you must provide the following to the CSCL:
- The Form: A copy of the Form D that you filed federally with the SEC.
- The Fee: A non-refundable notice filing fee of $100.
- Consent to Service of Process: Usually achieved by signing the Form D itself, but Michigan may require a separate Form U-2 if not already covered.
- The Deadline: You must file in Michigan within 15 calendar days of the first sale of securities to a Michigan resident.
How to File
Michigan has moved toward digital systems to streamline this process:
- EFD (Electronic Filings Depository): Most filers use the NASAA EFD system (efdnasaa.org). This is the gold standard for state-level Reg D filings. You can submit your Form D and pay the $100 fee to Michigan (plus a small EFD system fee) entirely online.
- Directly with LARA: While EFD is preferred, you can technically file directly with the Bureau. However, the online portal is significantly faster for tracking compliance.
Contact Information
If you need to verify specific internal forms or have a unique entity type, you can reach the bureau at:
- Website: michigan.gov/lara (Look for Corporations, Securities & Commercial Licensing).
- Phone: 517-241-9223 (Securities Division).
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Check your entity status first. If your company is a Michigan-based LLC or Corporation, ensure you are in “Good Standing” with the LARA Corporations Division before you file your securities notice, as inconsistencies in your business name or address can delay the process.
Would you like me to walk you through how to set up an account on the EFD website to handle these state filings?