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Division of Securities & Retail Franchising


Securities Registration/Renewal

An application to register securities is made by filing the following:

  1. Completed application form.
  2. Application fee, payable to "Treasurer of Virginia".
  3. Offering document.
  4. Any other information required during the registration process by the Securities Act or regulations.
  • Coordination (§ 13.1-509External Link logo)
    • Form U-1
    • Fee: 1/20 of 1% of the Virginia dollar amount (min. $200, max. $700). For a UIT the minimum is $400 and the maximum is $1,000.
    • Use: Only if a registration statement has been filed with the SEC under the Securities Act of 1933 in connection with the same offering.
    • Refer to Rule 21 VAC 5-30-80External Link logo for a list of the NASAA statements of policy that apply to all registrations.
  • Coordinated Review of Applications for Registration
    • Virginia participates in several coordinated review programs with more than 30 states and the District of Columbia. Each program utilizes North American Securities Administrators Association (NASAA) review protocols and policy statements to expedite registration of multi-state offerings. Coordinated Review is voluntary, and there is no additional cost for choosing to register an offering through coordinated review. Additional details and forms are available at www.coordinatedreview.org.External Link logo
    • CR-Equity: Intended for initial public offerings of common stock, preferred stock, warrants, rights and units comprised of equity securities. It is not available for Federal Regulation A offerings.
    • CR-DPP (Direct Participation Programs): Eligible securities in Virginia include real estate programs, real estate investment trusts, and oil and gas programs.
    • CR-SCOR-MAR (Small Company Offering Registration, Mid-Atlantic Region): This regional review program was established to assist small businesses that want to file a SCOR or SEC Regulation A registration and sell securities in several jurisdictions. Participants include Virginia, Delaware, Maryland, New Jersey, Pennsylvania, West Virginia, and the District of Columbia.
  • Qualification (§ 13.1-510External Link logo)
    • Form: S.A. 8 or U-1
    • Fee: 1/10 of 1% of the Virginia dollar amount (min. $250, max. $500).
    • Use: Any security may be registered by qualification, including SCOR offerings.
    • Refer to Rule 21 VAC 5-30-80External Link logo for a list of the NASAA statements of policy that apply to all registrations.
  • Notification (§ 13.1-508External Link logo)
    • Form: S.A. 4 (Original Issue) or S.A. 5 (Non-Issuer Distribution)
    • Fee: 1/20 of 1% of the Virginia dollar amount (min. $100, max. $250).
    • Use: Conditions for use are explained in this section of the Securities Act.
    • Refer to Rule 21 VAC 5-30-80External Link logo for a list of the NASAA statements of policy that apply to all registrations.
  • Investment Companies
    • Form: NF
    • Form: U-2 (Appoint the Clerk of the State Corporation Commission, unless a currently effective form is on file.)
    • Fee: 1/20 of 1% of the Virginia dollar amount (min. $200, max. $700). For a UIT the minimum is $400 and the maximum is $1,000.
    • Refer to Rule 21 VAC 5-45-10External Link logo for more information including renewal of an open-end management company.

FAQs - Securities