Under the National Securities Markets Improvement Act (NSMIA), Virginia is federally preempted from forcing you to "register" or undergo a merit review for a Regulation D 506(c) offering.
However, Virginia's State Corporation Commission (SCC) absolutely still requires a Notice Filing and a fee under their Blue Sky laws the moment you accept money from a Virginia resident.
The specific rules, costs, and deadlines for Virginia include the following:
1. The Core Requirements
- What to File: You must submit a copy of the exact same SEC Form D that you filed federally.
- The System: Virginia requires you to file this electronically through the NASAA Electronic Filing Depository (EFD) system. You do not mail paper copies to Richmond.
- The Filing Fee: $250 (paid electronically through the EFD portal).
2. The Strict 15-Day Deadline
You must complete the filing and pay the fee no later than 15 calendar days after the first sale of a security to an investor in Virginia.
Warning: Virginia is notorious for strictly enforcing this deadline. If you file even one day late, they tack on aggressive automatic late penalties.
| Delay Past 15-Day Deadline | Late Penalty Fee | Total Cost (Fee + Penalty) |
|---|---|---|
| 1 to 90 days late | +$250 | $500 |
| 91 days to 6 months late | +$500 | $750 |
| More than 6 months late | +$750 | $1,000 |
3. The "Issuer-Agent" Trap (Unique to Virginia)
This is the hidden trap where DIY founders usually get caught in Virginia.
Under Virginia law, if a founder, officer, or employee of your company is actively pitching the investment or speaking to Virginia investors, they might technically be viewed as an "agent" of the issuer.
- The Exemption: Virginia does provide an automatic exemption from agent registration for Rule 506 offerings, meaning your team doesn't have to register as brokers just to sell your own company's stock.
- The Catch: This exemption is strictly tied to your company maintaining perfect compliance with the Form D filing. If you fail to file your Form D notice on time or skip paying the fee, you lose the issuer-agent exemption. Suddenly, your founders can be hit with severe penalties for acting as "unregistered securities agents."
Summary Checklist for Virginia Investors
If you find an investor in Virginia for your 506(c):
- Complete the SEC verification process to prove they are accredited.
- Accept their funds (this triggers the clock).
- Log into the NASAA EFD portal within 15 days, select Virginia, attach your Form D, and pay the $250 fee.
Remember: You only have to do this for states where your investors actually live. If you have 3 investors in Virginia, you file once in Virginia. If you have an investor in Maryland too, you will have to look up and complete Maryland's specific Blue Sky filing rules as well.