Texas Rule 506 Notice Filings: Exact Steps, Timing, and Checklists

Scope: This guide assumes you’re raising under Rule 506(b) or Rule 506(c) and have (or expect) Texas purchasers.

What triggers a Texas notice—and when

• Federal trigger: File SEC Form D within 15 calendar days after the first sale.
• Texas trigger: When you sell to a Texas resident in a Rule 506 offering, Texas requires a state notice. Texas keys timing to the first sale of securities in Texas.
• If the due date lands on a weekend/holiday, file by the next business day.
• Always confirm current procedures/fees on the TSSB site; do not hardcode dollar amounts.

Define “first sale”: The date/time your company becomes irrevocably committed with a purchaser (e.g., countersigned subscription + funds, or other binding commitment).

What you submit (Texas)

• Copy of the SEC Form D you filed with the SEC
• Issuer and contact details (captured in EFD workflow)
• Any Texas‑specific attestations requested in EFD
• Payment of the Texas notice fee per current TSSB schedule (verify before paying)

How you submit (process)

1. File Form D on EDGAR within 15 days of the first sale.
2. Log into NASAA’s EFD and select Texas for your Rule 506 notice.
3. Upload/confirm required items and pay the applicable fee.
4. Save submission receipts and payment confirmations with your offering records.

Where to file:

• EFD: https://www.efdnasaa.org
• TSSB (rules, fees, and instructions): https://www.ssb.texas.gov

Amendments & follow‑ups

• Amend Texas contemporaneously with any SEC Form D amendment (e.g., material changes, corrections).
• If details change in a way that affects fee calculations or disclosure, follow TSSB guidance (including “excess sales” scenarios).
• Keep your state matrix current (who bought, where they reside, first‑sale dates, filing confirmations).

Texas Rule 506 Notice — Master Checklist

A) Before the first offer

• Choose your exemption: 506(b) (no general solicitation) vs 506(c) (general solicitation + verification).
• Tighten your documents: subscription, investor questionnaire, cap table summary, financials, tailored risk factors.
• Plan communications:
  • 506(b): private, relationship‑based outreach only.
  • 506(c): public messaging allowed; set up accredited‑status verification workflow (third‑party letters or documentation).
• Create a state‑by‑state tracker: investor name, state, first‑sale date, notice status, confirmation number.

B) Day 0 — First sale occurs

• Record the exact date/time of the first binding commitment.
• Update the tracker with purchaser state and sale date (note Texas vs. other states).

C) Within 15 calendar days after the first sale

• File SEC Form D (EDGAR).
• File the Texas Rule 506 notice via EFD if any purchaser is a Texas resident; pay the fee (verify current amount).
• Calendar/file notices for other purchaser states as required (many accept EFD).
• Save receipts and payment confirmations.

D) During the raise (rolling closes)

• Maintain disclosure integrity (update changes promptly).
• Track accreditation:
  • 506(b): keep signed questionnaires/notes.
  • 506(c): take and document reasonable steps to verify (self‑certification is not enough).
• Messaging guardrails:
  • 506(b): avoid general solicitation.
  • 506(c): ensure public statements match disclosures; Texas anti‑fraud applies.
• Each time a Texas purchaser invests, confirm that a Texas notice is on file (amend if details have materially changed).

E) After closing

• Consider whether a Form D amendment is needed (e.g., to correct errors or reflect material changes).
• If you amend federally, amend Texas via EFD as applicable.
• Retain records: executed subs, questionnaires, 506(c) verification files, notices, receipts, board approvals, comms logs.

State Matrix (template)

Pro tips (hard‑won details)

• Assign a single owner for all filings.
• Start a countdown from Day 0; avoid last‑minute EDGAR/EFD hiccups.
• If your round will likely include Texas investors later, set a reminder to file as soon as the first Texas sale posts.
• Do not hardcode fees; verify on TSSB before paying.

Filing FAQs (Texas + Rule 506)

Do I need a Texas filing if I used 506(b) or 506(c) and sold to a Texas resident?
Yes. NSMIA preempts registration, not state notice + fees + anti‑fraud.

What if I started private (506(b)) and then went public (506(c))?
Manage sequencing carefully and see integration rules (Rule 152). Keep funnels separate and document timing.

Where do I actually file?
EFD for Texas (https://www.efdnasaa.org). Confirm process/fees on TSSB (https://www.ssb.texas.gov).

References & Sources

• NASAA EFD: https://www.efdnasaa.org
• Texas State Securities Board (TSSB): https://www.ssb.texas.gov
• Reg D (17 CFR Part 230): https://www.ecfr.gov/current/title-17/chapter-II/part-230
• Rule 152 (integration): https://www.ecfr.gov/current/title-17/section-230.152

Feedback & Corrections

See our Corrections Policy and email [email protected] with updates or suggestions.

Disclaimer

Informational only; not legal advice. Rules, forms, and fees change—verify current Texas requirements with the TSSB before filing.