New YorkUSA

Private Placements in New York: Regulation D and State Blue Sky Laws

Federal Regulation D exemptions allow companies to raise capital without a registered offering — but New York has its own securities filing requirements that apply on top. Here is what issuers need to know.

Coming Soon — This article is in development. The outline and key resources below give you a preview.

What This Article Will Cover

How Regulation D (Rules 504, 506(b), 506(c)) works at the federal level and what each exemption requires
Form D: the SEC notice filing required within 15 days of first sale
New York's Martin Act: one of the most powerful state securities laws in the U.S. The NY Attorney General has broad authority and enforcement power under the Martin Act
New York's filing requirements: when and how to file with the NY Department of Law for private placements
The "accredited investor" verification requirement under Rule 506(c) and what it means in practice
Anti-fraud provisions and how the Martin Act creates broader liability exposure than comparable Canadian statutes

Canada/Ontario comparison: Both Canada's NI 45-106 and the U.S. Regulation D framework allow private capital raises without a prospectus, but through very different mechanisms. The Martin Act in New York adds a significant layer of state enforcement risk beyond the SEC's framework. See the Canadian prospectus exemptions article for the Ontario/Canada context.

Useful Resources

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