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Public Protection Cabinet

Securities Registrations and Exemptions

Kentucky law requires every security offered or sold in Kentucky to be registered unless it is exempt or is a covered security.

Please Note: All checks submitted to the Division of Securities must be made payable to the Kentucky State Treasurer.
 
Registrations

To register a security in Kentucky, Forms U-1, U-2 and other documents required by statute or regulation must be filed with the Department of Financial Institutions (DFI). More information can be found in Kentucky Revised Statutes (KRS) 292.350, KRS 292.360, KRS 292.370 and KRS 292.380. There is an examination fee of $125 and a registration fee of 0.06 of 1 percent (.0006) of the total amount of securities to be offered in Kentucky, with a minimum of $60 and a maximum of $1,200.
 
Life settlement interests must be registered and the appropriate forms filed with DFI. For more information, see 808 KAR 10:410.
 
Contact Anthony Murphy at 502-573-3390, ext. 278 with any questions regarding the registration of securities.

Exemptions from Registration Under Regulation D

All Regulation (Reg.) D, Rule 506 applications shall be filed with the Division of Securities within 15 calendar days of the first sale in Kentucky and shall include all of the following:
  1. One copy of Form D as filed electronically with the Securities and Exchange Commission (SEC). 
  2. A statement from any person authorized to act on behalf of the issuer that a federal filing has been made or will be made contemporaneously.
  3. A statement disclosing the date of the first sale made in Kentucky.
  4. Notice filing fee of $250. Make checks payable to the Kentucky State Treasurer.
DFI may request that one copy of all offering materials distributed to offerees be filed voluntarily with the Division of Securities as part of the notice filing. If such a request is made, it will appear in the division's acknowledgement of the notice filing. Offering materials include any Private Placement Memorandum; current issuer financial statements (including audited balance sheet, if required); executive summaries and all other documents provided to offerees in the offering package.
 
Late filings are subject to a minimum $250 late filing fee in addition to the $250 notice filing fee if self-reported. Additional amounts may be assessed if not self-reported. The commissioner may also issue a stop order suspending the offer and sale of the securities if necessary or for the protection of investors.
 
NOTE: All amendments to Form D must be filed with the Division of Securities, including final amendments reporting closed offerings and total sales on the appendix pages.
 
More information can be found in KRS 292.327(2), KRS 292.430 and KRS 292.500 (14) and (15), as well as in federal laws 15 USC 77r 18(b)(4)(D) and 17 CFR 230.502-230.503.
 
Reg. D Rules 504 and 505 require offering materials to be filed with DFI and provided to investors following the Offering Document Guidelines. (See "Documents" below.) More information on Reg. D Rule 504 and 505 filings can be found in 808 KAR 10:210.
 
Contact Anthony Murphy at 502-573-3390, ext. 278 with any questions regarding these claims of exemptions.

Notice Filings/Exemptions from Registration

Except for Unit Investment Trust filings, notice filings in Kentucky for all investment companies registered under the Investment Company Act of 1940 that contain more than one fund, portfolio, class, series or other distinction among its shares will be required to pay $1,000. Any notice filing that contains no more than a single fund or portfolio will be required to pay $500. Contact Shonita Bossier at 502-573-3390, ext. 280 with any questions.
 
Mutual funds and unit investment trusts (UITs) require that a Form NF Uniform Investment Company Notice Filing be filed with DFI. More information can be found in KRS 292.327.
 
Contact Angela Luttrell at 502-573-3390, ext. 279 with any questions regarding notice filings for mutual funds and UITs.
 
Nonprofit and not-for-profit entities can file for an exemption by complying with the provisions of 808 KAR 10:170 Section 1. No form is required, and there is no fee. For more information, see KRS 292.400(9).
 
An employee benefits plan or stock option incentive plan may qualify for a securities exemption. There is no form, but a copy of the plan must be filed with DFI along with a letter stating that the issuer wishes to claim an exemption pursuant to KRS 292.400(11). There is no fee. In some instances, offerings of this type may not require any paperwork to be filed.
 
Contact Anthony Murphy at 502-573-3390, ext. 278 with any questions regarding these claims of exemption.
 
Issuer Agent Registration 
 
Issuer agents who need information about registering as an individual to sell these types of products may visit the Issuer Agents Web page.
 
Policy Statement
 
Please note that an order or advisory opinion may have changed license or registration requirements. Find out more in the Advisory Opinions, Orders and Notices section on DFI's Statutes and Regulations Web page.
 
Disclaimer
 
The Division of Securities does not respond to requests for written opinions on an “informal” basis such as emails. The Kentucky Securities Act, KRS Chapter 292, sets out a formal process for obtaining written rulings that requires a letter filing (along with a fee of $250) containing all of the relevant facts and circumstances of the proposed transaction(s) so that a thorough consideration of all the issues presented can be made, and to ensure that the provisions of the act are consistently applied. See KRS 292.420(2).

 

 Securities Documents

 
  
  
Required for
  
  
  
Form NF Uniform Investment Company Notice Filing.pdfForm NF Uniform Investment Company Notice FilingRegistrations and Exemptions176 KB
Form U-1 - Uniform Application to Register Securities.docForm U-1 - Uniform Application to Register SecuritiesRegistrations and Exemptions55 KB
Form U-2 - Uniform Consent to Service of Process.docForm U-2 - Uniform Consent to Service of ProcessRegistrations and Exemptions68 KB Form U-2A is no longer required
Form U-7 - Small Company Offering Registration.pdfForm U-7 - Small Company Offering RegistrationRegistrations and Exemptions93 KB
Life Settlement Disclosure Document A.docLife Settlement Disclosure Document ARegistrations and Exemptions46 KB
Life Settlement Disclosure Document B.docLife Settlement Disclosure Document BRegistrations and Exemptions51 KB
Life Settlement Rescission Document.docLife Settlement Rescission DocumentRegistrations and Exemptions41 KB
Offering Document Guidelines.pdfOffering Document GuidelinesRegistrations and Exemptions78 KB
 

 Weblinks to Documents

 
  
  
Used by
  
Form D Federal Regulation D Notice Filinghttp://www.sec.gov/about/forms/formd.pdfRegistrations and Exemptions