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.
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:
- One copy of Form D as filed electronically with the Securities and Exchange Commission (SEC).
- 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.
- A statement disclosing the date of the first sale made in Kentucky.
- 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.
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
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
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)