Corporate & Securities Law

By Jim Hamilton

New Mexico Sets Forth Electronic Form D Filing Requirements

Beginning March 16, 2009, issuers intending to make a Rule 505 or 506 offering in New Mexico must file an autheticated paper copy of the Form D filed electronically with the SEC, along with a manually signed Form U-2, Uniform Consent to Service of Process, and a $350 fee. The 505 notice must be filed with the New Mexico Securities Division at least 5 days before the first offering in New Mexico; the 506 notice must be filed no later than 15 calendar days after the first sale of the federal covered security in New Mexico or, if the last day for filing falls on a Saturday, Sunday or holiday, then the first business day following.

Late filings. Issuers not timely filing a Rule 505 notice may be subject to rescission liability and administrative penalties. Issuers not timely filing a Rule 506 notice will be subject to a $700 administrative assessment if the notice is filed within 10 days after the due date, or $1,050 if filed later. NOTE also that a Consent Agreement will be required for late filings.

Amendments. Amendments correcting material mistakes of fact or error on a previously filed Form D must be submitted to the Securities Division as soon as practicable after discovering the mistakes or errors. An amendment to a previously filed Form D must provide current information in response to all notice requirements of Form D no matter the reason why the amendment is filed. NOTE: The SEC's amendment filing requirements are in federal Regulation D, Rule 503(a) (1) - (4).

For further information please see http://www.rld.state.nm.us/Securities.

For questions, please contact Tom Fuentes at the New Mexico Securities Division at (505) 476-4578 or by emailing him at tom.fuentes@state.nm.us.

Full post as published by Jim Hamilton's World of Securities Regulation on July 20, 2009 (boomark / email).