Because a Regulation D 506(c) offering is a "federally covered security," federal law strips individual states of the power to deeply regulate or block your offering. However, states are still legally allowed to require Notice Filings and collection fees.
In Michigan, the state's Blue Sky laws are managed by the Corporations, Securities & Commercial Licensing Bureau, a branch of LARA (Department of Licensing and Regulatory Affairs).
Michigan's specific requirements for a Rule 506(c) launch dictate what, when, and how you must file.
1. The Requirements & Fees
| Requirement | Details |
|---|---|
| The Filing Fee | $100.00 flat fee (nonrefundable). |
| The Deadline | Within 15 calendar days of your "date of first sale" to a Michigan resident. |
| Required Documents | A copy of the exact Form D you filed with the SEC, plus a Form U-2 (Consent to Service of Process). |
What triggers a "Sale"? In Michigan, the 15-day clock starts ticking the exact day you receive investment funds from a Michigan resident OR the day they sign your subscription agreement—whichever happens first. Even holding funds in an escrow account counts as a sale.
2. How to File in Michigan
Michigan mandates that all Regulation D Rule 506 notice filings be processed electronically.
You must submit your filing through the Electronic Filing Depository (EFD) system, which is run by the North American Securities Administrators Association (NASAA).
The Submission Pipeline
- First, submit your Form D electronically to the SEC via EDGAR.
- Head over to the NASAA EFD website.
- Enter your SEC-issued CIK number to auto-pull your federal Form D data.
- Select Michigan as a destination state.
- Pay the $100 Michigan fee plus a small EFD platform processing fee online.
3. The 506(c) Advertising Trap in Michigan
Because you are launching a 506(c) offering, you are allowed to advertise publicly on the internet, which means anyone in Michigan could see it.
- You don't file proactively just for advertising: You only owe Michigan a Blue Sky filing and the $100 fee if a Michigan resident actually invests in your company.
- The Risk: If someone from Michigan hits your website, decides to invest, and clicks "wire funds," you have exactly 15 days to get this EFD filing finalized. If you miss that window, you are technically in violation of Michigan's state securities laws, which can lead to late fines or a state-level administrative stop order.
If you plan to heavily target Michigan investors with your marketing, it is best practice to have your EFD account set up and ready to hit "submit" the moment that first check clears.