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Wyoming Secretary of State
Notice Filings
The National Securities Markets Improvement Act of 1996 (NSMIA) created a classification of instruments and transactions known as "covered securities." State securities law is preempted and is restricted to receiving notice filings for investment companies, Regulation D, Rule 506 offerings, and other covered securities.
Open end investment companies make notice filings with the Secretary of State on Form NF or in the alternative, the Notice of Investment Company Exemption Form. Filings occur for the fund or trust level, not at the portfolio level. A fee of $200 must accompany the initial notice filing and renewal every other year thereafter on the fund's fiscal year end (within 60 days grace period).
Initial notice filings are effective upon receipt, or if requested by the issuer, concurrent with SEC effectiveness. Thereafter, notice filings are made on the fund's fiscal year end. Notice filings may be amended using Form NF or the Notice of Investment Company Exemption Form.
No registration forms, amendments, sales literature, consent to service of process, prospectus, or annual report is required or desired. Filers will receive by return mail a receipt for fees and the Form NF or Notice of Investment Company Exemption Form stamped with the filing/renewal date.
Investment Companies
The National Securities Markets Improvement Act of 1996 (NSMIA) preempted state securities regulation over investment companies. Pursuant to NSMIA, W.S. 17-4-132(a) was enacted under which investment companies now make notice filings according to the provisions of Wyoming Securities Rule, Chapter 9, Section 1.Open end investment companies make notice filings with the Secretary of State on Form NF or in the alternative, the Notice of Investment Company Exemption Form. Filings occur for the fund or trust level, not at the portfolio level. A fee of $200 must accompany the initial notice filing and renewal every other year thereafter on the fund's fiscal year end (within 60 days grace period).
Initial notice filings are effective upon receipt, or if requested by the issuer, concurrent with SEC effectiveness. Thereafter, notice filings are made on the fund's fiscal year end. Notice filings may be amended using Form NF or the Notice of Investment Company Exemption Form.
No registration forms, amendments, sales literature, consent to service of process, prospectus, or annual report is required or desired. Filers will receive by return mail a receipt for fees and the Form NF or Notice of Investment Company Exemption Form stamped with the filing/renewal date.
Regulation D, 506 Filings
Issuers must file a notice with the Secretary of State on Form D, A Consent to Service of Process, Form U-2, and pay a fee of $200 no later than fifteen (15) days after the first sale in the state. Form D Notice of Sale of Securities pursuant to Regulation D includes Part E and the Appendix to that form. No other documents are required by the Secretary of State to be filed unless requested in writing by the Secretary of State.
Regulation D, Rule 506 offerings are no longer accepted for filing under Wyoming's Uniform Limited Offering Exemption (ULOE).
Other "Covered" Securities
Also included as covered securities are national offerings listed on certain securities exchanges and certain securities which are exempt from registration under the Securities Act of 1933. No filings with the Secretary of State are required other than listed above.
