The EB-5 Regional Centers and EB-5 Projects raise capital pursuant to registration exemptions under Rule 506 Regulation D under the Securities Act of 1933. The issuers that offer to sale securities through private offerings are required to file Form D to provide basic information about securities offerings.
In July 2013, the Securities and Exchange Commission (“SEC”) released the implementation rules after lifting the ban on general solicitation, the new rules impose stronger obligation on the issuers to file notices with the Commission in advance, to provide more detailed information about the issuer and the offering. The issuer is disqualified from using the Rule 506 exemption in any new offering if the issuer or its affiliates did not comply with the Form D filing requirements in a Rule 506 offering. The disqualification would continue for one year from the date the required Form D filings are made.
Since March 16, 2009, the SEC has required the electronic filing of Form D through EDGAR. The Northern American Securities Administrators Association (NASAA) is developing an electronic filing system (“EFD”) that will facilitate the electronic filing of Form D for Rule 506 offerings.
The EFD system will initially be limited to Form D filings for Regulation D, Rule 506 offerings. In the near future, the EFD system will be expanded to include additional state securities registration and notice filing materials.
The EFD, a system that will interface with the SEC’s EDGAR system to, inter alia, receive Form D notice filings and collect fees on behalf of the states. The current scheduled deployment date for the EFD system is November 2014.
For more information, please click here and visit Northern American Securities Administrators Association (NASAA) website:
Yi Song is an attorney at Mona Shah & Associates focusing on EB-5 and securities law. She is also admitted to practice law in New York and People’s Republic of China. She has authored many published articles on EB-5 financing and securities law. She practiced tax law in China and has experience in class action securities litigation cases. Yi is a graduate from Georgetown University Law Center in Washington, DC.
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