RegD Renewal Requirements
Blue Sky renewals are not universal. While many states require an initial notice filing for a RegD offering, only a limited number impose ongoing renewal or annual sales-reporting requirements.
Understanding RegD Renewal Obligations
Knowing where renewals apply and where they do not is essential to avoiding unnecessary filings or missed obligations.
Where a renewal is required, it is typically tied to a state-assessed annual notice or sales fee. In those states, the renewal deadline is commonly measured on a fixed cycle, such as a 12-month period from the state's effectiveness date or receipt of the original notice. States that do not assess an annual notice fee generally do not require a renewal, although amendments may still be required if there are material changes to the offering.
Because renewal obligations vary by jurisdiction, issuers benefit from distinguishing between:
- States that require no renewal after the initial notice
- States that require periodic renewal tied to an annual fee
- States that impose late fees if a renewal is missed
The table below reflects this operating standard by showing, for each state, whether a Form D renewal fee applies and whether a late fee is assessed. Where no renewal or late fee is required, the table indicates “No.” Issuers should always confirm current requirements using authoritative fee references, as state rules and fee schedules may change.
RegD Renewal Fees by State
Review renewal fee obligations and late fee exposure for every U.S. jurisdiction.
| State | Renewal Fee | Renewal Late Fee |
|---|---|---|
| Alabama | No | No |
| Alaska | $600 | No |
| Arizona | No | No |
| Arkansas | $100–$500 (variable) | No |
| California | No | No |
| Colorado | No | No |
| Connecticut | No | No |
| Delaware | No | No |
| District of Columbia | No | No |
| Florida | No | No |
| Georgia | $100 | No |
| Hawaii | No | No |
| Idaho | No | No |
| Illinois | $100 | No |
| Indiana | No | No |
| Iowa | No | No |
| Kansas | No | No |
| Kentucky | No | No |
| Louisiana | No | No |
| Maine | No | No |
| Maryland | No | No |
| Massachusetts | No | No |
| Michigan | No | No |
| Minnesota | Variable (amendment-based) | Variable |
| Mississippi | $300 | $50 |
| Missouri | No | No |
| Montana | Variable | No |
| Nebraska | No | No |
| Nevada | $500 | No |
| New Hampshire | No | No |
| New Jersey | No | No |
| New Mexico | No | No |
| New York | Yes (every 4 years, $300–$1,200) | $30 |
| North Carolina | No | No |
| North Dakota | $100 | $250 |
| Ohio | No | No |
| Oklahoma | No | No |
| Oregon | No | No |
| Pennsylvania | No | No |
| Puerto Rico | $350–$1,500 | No |
| Rhode Island | No | No |
| South Carolina | $300 | No |
| South Dakota | No | No |
| Tennessee | $100 | No |
| Texas | Variable (up to $500) | No |
| U.S. Virgin Islands | $50 | $50 |
| Utah | No | No |
| Vermont | $820 | No |
| Virginia | No | No |
| Washington | No | No |
| West Virginia | No | No |
| Wisconsin | No | No |
| Wyoming | No | No |
Disclaimer: State requirements are subject to change without notice. The information on this page is provided for general informational purposes only and should not be construed as legal advice.
Managing Renewal Calendars
A disciplined approach to renewal tracking prevents lapses and late fees.
Document the first sale date per state. For states with renewal obligations, the renewal clock usually starts from the original notice effectiveness date or the first sale. Recording these dates at the outset makes it easier to project renewal windows.
Set calendar reminders 30–60 days before each renewal. This provides lead time to gather filings, confirm fee amounts, and address any changed circumstances that may require an amendment rather than a simple renewal.
Distinguish renewals from amendments. A renewal extends an existing notice. An amendment updates the notice with new facts. Some states combine these into a single filing. Understanding the distinction ensures you file the correct document and pay the correct fee.
Verify current requirements before filing. State rules and fee schedules change. What was true last year may not be true this year. Always confirm the current renewal fee and deadline with the state securities regulator or your compliance partner before submitting.