Office of Corporation Finance

This section of the website provides resources for businesses seeking to raising capital, including how to register securities, potential exemptions, how to file required documents, and other helpful securities resources. 

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.

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. 

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

  

Registered Securities

Under state law, all securities must be registered with the Department to be sold to Pennsylvania residents unless the security or the transaction is exempt or is a federally covered security.

Registration of securities by the Department of Banking and Securities does not constitute a finding by the Department that the information filed is true, complete or not misleading. These securities have not been approved or disapproved by the Department nor has it passed upon the accuracy or adequacy of the prospectus. Representations made by persons to the contrary constitute an offense under the securities laws.

Registered Securities

Current listing of securities that have been registered by the department.

Corporation Finance Forms and Applications

Form 203-O (PDF)
Proxy Materials under Section 203o

Form 203-P (PDF)
Debt Securities of Nonprofits under Section 203p

Form 207-J (PDF)
Continuation of Section 205 Registration

Form 209 (PDF)
Report on use of proceeds

Form 210 (PDF)
Retroactive Registration of Securities

SEC Form D
Exemptions under Section 211b

Form E (PDF)
Exemptions under Sections 203d, 203t

Form R (PDF)
Securities Registration Form, supplement to Form U-1

Form U-1 (PDF)
Uniform Application to Register Securities

Form U-7 (PDF)
Small Company Offering Registration Form 

Form NF (PDF)
Uniform Investment Company Notice Filing 

Form RO (PDF)
Rescission Offer

SOI Form (PDF)
Solicitation of Interest

SOI Form Supplement (PDF)
Solicitation of Interest Supplement 

Form TDL-1 (PDF)
Takeover Disclosure Law