In our continuing effort to expand our hedge fund law resources on this blog, we will be posting statutes and other legal resources from each of the states. Because each state has different laws and enforces those laws differently, hedge fund lawyers often discuss state specific hedge fund issues with the securities division prior to providing advice to clients. The post below provides information on Alabama’s regulation D requirements. Please contact us if you would like to establish an Alabama hedge fund or have questions on Alabama investment advisory issues.
Other related hedge fund law articles include:
From the Alabama Securities Commission, the article below can be found here.
ALABAMA SECURITIES COMMISSION
POLICY STATEMENT CONCERNING LIMITED OFFERING EXEMPTION
FILINGS MADE PURSUANT TO SEC RULES 504, 505 AND 506
OF REGULATION D
The National Securities Markets Improvement Act of 1996 (“NSMIA”) included securities sold pursuant to Regulation D, Rule 506 in the classification of a “Covered Security”, preempting the states rights to register these types of offerings beyond requiring a basic notice filing, not to exceed any standards required by the SEC for similar filings. The Commission staff will require the following information for the purpose of complying with the notice requirements of NSMIA for any Rule 506 offering in the State of Alabama.
1. A filing fee in the amount of $250.00, made payable to the Alabama Securities Commission.
2. A Consent to Service of Process. The Consent must name the Secretary of State, State of Alabama (Form U-2 is acceptable).
3. A manually executed Form D.
4. One copy of all documents to be distributed to offerees. This requirement (number 4) is not mandatory, but is requested strictly for informational purposes. The Commission staff will not review or make comment on such offering documents.
No commission, finders fee or other remuneration shall be paid or given, directly or indirectly, to any person for soliciting any prospective purchaser in this state, unless the broker-dealer agent is registered in this state pursuant to Code of Ala. 1975 §8-6-3. In order to determine compliance with this provision, all broker-dealers who will participate in the offering of an issuer’s securities in this state shall be identified on page 3 of the Form D.
All of the above must be submitted within fifteen days of the first sale in this state. The Commission staff requests a notice to be filed upon the termination of the offering.