Text Size
Increase text size
Increase text size

Regulation D Rule 506 Exemption


When an issuer is offering a private placement and is relying on the Federal Regulation D, Rule 506 Exemption from Registration, the Colorado Statute section 11-51-308(1)(p) and Rule 51-3.7 are usually used for filing with the Colorado Division of Securities. In the case of an offering with only a few Colorado investors, section 11-51-308(1)(j) may also be available and requires no filing or fee.


Section 11-51-308( 1 )( p ) is a safe-harbor type of exemption and does not have offeree/investor number limitations other than those imposed by Rule 506. The securities are restricted from re-sale by federal law and are purchased for investment purposes only. The section 11-51-308(1)(p) requires the issuer to submit a fee of $50 made out to the Colorado State Treasurer and one copy of whatever documents are submitted to the SEC (usually the Form-D). A Consent to Service of Process is not required if you are filing a copy of the Federal Form D (as it is included in that Form). Include a cover letter with a brief description of the applicable State and Federal citations and a contact person for the filing. The filing should be submitted no later than 15 days after the first Colorado sale.  There are no fees for future amendments that are filed with the Division.

Submit this filing to:

Colorado Division of Securities
1560 Broadway, Suite 900

Denver, CO 80202.





facebook twitter


1560 Broadway, Suite 900, Denver, CO 80202 Email
(303) 894-2320 - Phone (303) 861-2126 - Fax