How to Complete and File New York Form 99 for Securities Offerings

New York Form 99 is the state’s notice filing for issuers selling Rule 506 Regulation D securities to New York residents, and since December 2020 most issuers file it electronically through the NASAA Electronic Filing Depository (EFD) rather than on the paper form. The fee is $300 for offerings of $500,000 or less and $1,200 for larger offerings, and the notice must generally be filed within 15 days of the first sale in New York. Theatrical syndications and real estate securities offerings can still use the paper Form 99 in certain cases.¹

Who Has to File

Any issuer selling securities under Rule 506 of Regulation D to New York residents needs to file a notice with the state. The Martin Act (Article 23-A of the General Business Law) gives the Attorney General authority over the offer and sale of securities in or from New York, including notice filings for federally covered securities that would otherwise be exempt from state registration.²

New York treats issuers selling their own securities as “dealers” under GBL Section 359-e, so they must register by filing a broker-dealer statement. For Rule 506 offerings, the EFD notice filing satisfies that requirement. Officers, directors, principals, and partners listed on the Form D can offer and sell the securities in New York without separately registering as salespersons.³

Theatrical syndications raising capital for live stage productions fall under this notice requirement too, and can choose between EFD and paper Form 99. Real estate securities issuers still file a paper Form 99 with the Real Estate Finance Bureau.¹

Paper Form or EFD: Which Applies to You

Electronic filing through EFD became mandatory for most Regulation D issuers on December 2, 2020. The Investor Protection Bureau stopped accepting new paper Form 99 filings or renewals after February 1, 2021, and as of December 2, 2024, all active Regulation D covered securities dealers other than theatrical and real estate filings must have a notice filing record on EFD.¹

The move to EFD also cleared away some paperwork. EFD filers do not need to submit a separate Form U-2 (Uniform Consent to Service of Process) to the Department of State; agreeing to the consent within EFD covers it. EFD filers also do not need to file a separate State Notice or Further State Notice.¹

What to Have Ready Before You File

You need a completed federal Form D already filed with the SEC through EDGAR before starting the EFD submission. Federal rules require that filing within 15 days after the first sale in the offering, meaning the date the first investor becomes irrevocably committed to invest.⁴ EFD pulls data directly from your EDGAR filing, so the federal Form D has to be accurate and complete first.

New York requires that Form D filings list all related persons and everyone receiving or expecting to receive sales compensation:

Related persons in Item 3: full name and address of every executive officer, director, general partner, managing member, and anyone who acted as a promoter within the past five years.
Sales compensation in Item 12: name, CRD number, and address of every person receiving commissions or similar compensation in connection with the offering, including finders. You also check which states each compensated person has solicited or plans to solicit in.

When you reach the New York fields in EFD, you enter the date of the first sale in New York, the offering amount within the state, the total number of sales to accredited and non-accredited investors, and the dollar amount sold in New York so far. If no sales have been made yet in New York, you check a box saying so.⁵

Have U.S. bank routing and account numbers ready. EFD accepts payment only by ACH, and consumer accounts require an authorization support code from EFD’s support line before you can proceed.⁵

Filing Fees

GBL Section 359-e(5) sets two rates based on total offering size:⁶

$300 for offerings of $500,000 or less
$1,200 for offerings over $500,000

The fee is based on the total offering amount, not just the portion sold to New York residents.³ If you enter “$0” as the offering amount in EFD (for indefinite offerings), the system charges the maximum $1,200.⁵ The Attorney General’s office does not issue refunds for fees paid through EFD.¹

One exception: theatrical syndications filing the paper Form 99 pay no filing fee. If a theatrical issuer chooses EFD instead, the standard $300 or $1,200 fee applies.¹

How to Submit Through EFD

The Electronic Filing Depository at nasaaefd.org handles most New York notice filings. The process runs step by step:⁵

Create an account if you don’t have one. You’ll accept the terms and conditions each time you log in.
Use Form D Search to locate your EDGAR filing by issuer name, CIK number, or accession number. The system downloads data from your SEC filing automatically.
Click “Create Notices” from the filing view, select “New Notice,” and check the box for New York (plus any other states you’re filing in).
Accept the consent to service of process inside the system. That replaces the paper Form U-2 for EFD filers.
Enter the New York offering amount, first sale date, number of investors, and total sold in the state.
Review the confirmation screen. Any applicable late fees or penalties show up here.
Pay by ACH. Business accounts can proceed directly; consumer accounts need a support code from EFD at (800) 378-5007.

Once payment processes, EFD generates an electronic receipt. Keep it. The fee receipt or EFD ID is your only evidence of registration, and you will need it when the filing comes up for renewal.³

Paper Form 99 for Theatrical and Real Estate Offerings

Theatrical syndications and real estate securities issuers may still file the paper Form 99. The paper form requires two copies (one manually signed, plus a photocopy of the signed version) along with one copy of the offering documents. The filing must be submitted before any sale or offer for sale of securities in or from New York.⁷

Paper filers also submit a Form U-2 (Uniform Consent to Service of Process), signed by the issuer’s principal executive officer or principal financial officer, with the original going to the New York Department of State in Albany. For electronic submissions of the U-2, a typed name counts as a legally binding signature, but the issuer must keep a manually signed original for five years and produce it if the administrator asks.⁸

The paper form is mailed to 28 Liberty Street, New York, NY 10005. Theatrical filings go to the Theatrical Syndications unit and include additional fields for the name of the proposed production, its location, and the proposed opening date.⁷

Amendments and Renewal

Once you file through EFD, every subsequent filing for that offering (amendments, updates, renewals) also goes through EFD. You cannot switch back to paper.¹

When you file an amended Form D with the SEC, you generally file the amendment with New York as well. Each amended filing is treated as a supplemental filing and carries a $30 fee.⁶

Your issuer registration is valid for four years. If you are still offering securities when that period ends, you must renew. The renewal date and file number appear on the fee receipt issued after your original filing is fully processed, which is why keeping that receipt accessible matters.³

Theatrical syndications have their own amendment triggers. Within ten business days, you must file an Amendment to Form 99 reporting the date of the first expenditure of investor funds and, separately, the date of the last public performance (if any) of the original production in New York.⁷

If You Don’t File

Selling securities in New York without filing the required notice means operating as an unregistered dealer under GBL Section 359-e. The Attorney General has broad enforcement authority under the Martin Act and can pursue both civil and criminal remedies.²

On the civil side, the Attorney General can seek preliminary or permanent injunctions against the sale of securities. Violating a Martin Act injunction is itself a misdemeanor, carrying a cumulative civil penalty of $3,000 per violation. On the criminal side, the Attorney General can pursue misdemeanor charges punishable by a fine of up to $500, up to one year in jail, or both. More serious violations can be charged as felonies with harsher penalties.⁹

Exemptions From Filing

Not every securities offering in New York requires a notice filing. GBL Section 359-f(2) exempts several categories:³

Securities offered to fewer than 41 offerees (not purchasers), counted both within and outside New York
Securities listed on a national exchange, and securities senior to them
Securities issued by the U.S. government, foreign governments, utility companies, certain nonprofits, or state banks
Employee stock-purchase plans
Short-term negotiable notes and certain other instruments

To claim an exemption, the issuer submits a verified petition or affidavit to the Attorney General’s office. The filing fee for an approved exemption application is $300.⁶ Confirm the exemption before any sales activity; assuming one applies without confirmation is the kind of shortcut that leads to enforcement problems.

1
Office of the New York State Attorney General. Guidance on Mandatory Filing of Form D with Electronic Filing Depository for Federal Covered Regulation D Dealers
2
New York State Attorney General. Real Estate Syndications
3
New York State Attorney General. Broker-Dealer and Securities Issuers Registration
4
U.S. Securities and Exchange Commission. Filing a Form D Notice
5
NASAA Electronic Filing Depository. EFD Filer Form D Walkthrough
6
New York State Senate. New York General Business Law Section 359-E
7
New York State Office of the Attorney General. New York Form 99 Securities Filing
8
North American Securities Administrators Association. Uniform Consent to Service of Process Form U-2
9
Wikipedia. Martin Act