To sell securities in Pennsylvania, the security must either be registered by the Department or qualify for an exemption from registration. If a security is required to be registered or does not qualify for a self-executing exemption, the Corporation Finance Office will conduct a review of the offering and either grant the exemption or declare the offering effective before the issuer can sell the securities in Pennsylvania.
Contact the Corporation Finance Office at 717-787-8059 for more information.
Issuers can register securities with the Department under an application for Registration by Coordination (Securities Act Section 205) or Registration by Qualification (Securities Act Section 206) by submitted the required documents and paying the required fees (Securities Act Section 602).
The Corporation Finance Office will review the documents and must declare the offering effective before the issuer can sell to Pennsylvania investors. The review is conducted to ensure the offering’s compliance with state law and any applicable guidelines that have been set by the North American Securities Administrators Association.
The issuer can submit the required documents and pay the filing fee electronically via the Department’s Portal or NASAA’s EFD system; or mail a hard copy and check payable to the Commonwealth of Pennsylvania to the Department’s offices listed below.
Corporation Finance Office
PA Department of Banking and Securities
17 North Second Street, Suite 1300
Harrisburg, PA 17101
Below is a summary of the requirements when applying for Registration by Coordination under Section 205 of the Act or by Qualification under Section of the Act Section 206, but it is not exhaustive. The issuer should read the applicable sections of the Pennsylvania Securities Act of 1972 and Title 10 of the Pennsylvania Code in their entirety.
- Required Documents:
- Prospectus
- Form U-1
- Form R (only for Registration by Qualification)
- Audited Financial Statements
- Corporate Documents, i.e., Articles of Incorporation, Bylaws, etc.
- Subscription Agreement
- Underwriters Agreements (if any)
- Indenture (if any)
- Specimen of the Security
- Proposed Advertising
- NASAA Guidelines Cross Reference Sheet, when applicable
- Opinion of Counsel
- Consents of Experts
- Filing Fee – Registration by Coordination
- Offerings Less than $10 Million: $750
- Offerings $10 Million or More: $1,000
- Filing Fee – Registration by Qualification
- $500 plus 1/20th of 1% of the Maximum Aggregate Offering Amount Up to Maximum Filing Fee of $3,000
Section 202 and Section 203 of the Pennsylvania Securities Act (“Act”) and Section 202 and Section 203 of the Pennsylvania Code (“Code”) govern most securities exemptions available to issuers.
Below is a list of frequently used exemptions. Please note this is not a complete list of all exemptions, and each exemption must be thoroughly researched by the issuer to ensure it is appropriate.
Self-Executing Exemptions – Self-executing exemptions do not require a form or document to be filed with the Department for the issuer to be legally entitled to rely on the exemption.
- Securities issued in conjunction with employee benefit plans
- Membership interests in a limited liability company that renders professional services.
- Sales to existing shareholders
- Offers and sales to principals
- Code Section 203.184
- See definitions: Act Section 102, Code Section 102
- Small issuer exemption
- Isolated transaction exemption
Exemptions That Require Filling with the Department
Below is a list of common exemptions that issuer can rely on but are not self-executing. The issuer must file certain documents with the Department and pay a filing fee, prescribed under PA Securities Act Section 602. The Corporation Finance Office will review the documents and must grant the issuer permission to sell securities under the exemption.
The issuer can submit the required documents and pay the filing fee electronically via the Department’s Portal or NASAA’s EFD system; or mail a hard copy and check payable to the Commonwealth of Pennsylvania to the Department’s offices listed below.
Corporation Finance Office
PA Department of Banking and Securities
17 North Second Street, Suite 1300
Harrisburg, PA 17101
Limited Offerings Exemption (203(d))
Below is a summary of the requirements when applying for Section 203(d) exemption, but it is not exhaustive. The issuer should read the applicable sections of the Pennsylvania Securities Act of 1972 and Title 10 of the Pennsylvania Code in their entirety.
- Required Documents
- Form E
- Private Placement Memorandum
- Subscription Agreement
- Corporate Documents, i.e., Articles of Incorporation, Bylaws
- Filing Fee
- Offering Less Than $1 million: $150
- Offering $1 million or More: $400
Debt Securities of Nonprofit Organizations (203(p))
Below is a summary of the requirements when applying for Section 203(p) exemption, but it is not exhaustive. The issuer should read the applicable sections of the Pennsylvania Securities Act of 1972 and Title 10 of the Pennsylvania Code in their entirety.
- Required Documents
- Form 203P
- Offering Circular
- Subscription Agreement
- Audited Financial Statements
- NASAA Church Bond Cross Reference Sheet
- Advertising
- Trust Indenture
- Filing Fee: $100
Issuers can submit the applicable forms and pay any required filing fees electronically via the Department’s Portal or NASAA’s EFD system; or mail a hard copy and check payable to the Commonwealth of Pennsylvania to the Department’s offices listed below.
Corporation Finance Office
PA Department of Banking and Securities
17 North Second Street, Suite 1300
Harrisburg, PA 17101
506 Form D
Issuers wishing to sell to Pennsylvania investors and are relying on the SEC’s Rule 506(b) or 506(c) exemption must file a Form D with the Department within 15 days of the first sale to Pennsylvania investors.
Required Documents
- Form D
- Filing Fee: $525
Regulation A, Tier 2
Issuers wishing to sell to Pennsylvania investors and are relying on the SEC’s Regulation A, Tier 2 exemption must file a Uniform Notice Filing of Regulation A – Tier 2 with the Department at the same time the documents are filed with the Securities and Exchange Commission. Note: Regulation A, Tier 1 filings are not exempt at the state level and the issuer must either register the securities with the Department or have a Pennsylvania-specific exemption.
Required Documents
- Uniform Notice Filing of Regulation A – Tier 2
- No Filing Fee
Mutual Funds and Unit Investment Trusts
Issuers wishing to sell to Pennsylvania investors and are classified as an Investment Company per the Investment Company Act of 1940 must file a Form NF and pay the required filing fee prior to the initial offering made to Pennsylvania residents.
Required Documents
- Form NF
- Filing Fee
- Offering Amount of $4 million or less – 1/20th of 1% of the Offering Amount, with a Minimum Fee of $350
- Offering Amount of More Than $4 million but less than $100 million: $3,000
- Offering Amount of $100 million or more: $3,500
- Indefinite Offering Amount: $4,000
- Sales Report for Covered Period (does not apply to Indefinite Offerings)
Crowdfunding
Issuers wishing to sell to Pennsylvania investors and are relying on Regulation Crowdfunding must file with the Department a Form C and the same documents as filed with the Securities and Exchange Commission at the same time the documents are filed with the Securities and Exchange Commission. There is no filing fee required by the Department.
Required Documents
- Form C
- All Documents Submitted to SEC
- No Filing Fee
Below is a list of additional securities resources that may be helpful:
- NASAA Statements of Policy Guidelines
- Coordinated Equity Review Process
- EDGAR SEC Securities Lookup
- Securities Offerings Forms
- Compendium (PDF)
- Staff Position Regarding the Availability of the Non-Profit Registration Exemption under Section 202(e) of the Pennsylvania
Securities Act of 1972 for Business Entities Seeking to Receive Tax Credits Under the Pennsylvania Educational Improvement Tax Credit Staff (PDF) - No-Action Letters
- Interpretive Letters
- Prospectus Guidelines