Registration & Exemption Filings

Securities Registrations

  • It is unlawful to offer to sell or sell any security in Colorado unless it is registered or unless the security or transaction is exempted under provisions in the Colorado Securities Act.
  • Registrations may be filed by the issuer, any other person on whose behalf the offering is to be made, or a licensed broker-dealer.
  • Because registration requirements differ between the state and federal levels, the Division recommends that anyone who wishes to raise money through securities offerings visit the Securities and Exchange Commission website for federal rules and guidelines.
  • Notice Regarding Reg. D Filings - Effective February 1, 2016, all Form D filings made pursuant to Rule 506 and Section 11-51-308(1)(p), C.R.S. must be submitted to the Securities Commissioner through the Electronic Filing Depository (“EFD”) operated by NASAA. To submit your filing through NASAA’s EFD system, please visit www.efdnasaa.org. Please note, filings made pursuant to Rules 504 or 505 may still be submitted to the Securities Commissioner in hard copy until EFD is capable of accepting such filings.

Colorado fees and forms.

Generally, securities for which a registration statement has been filed under the Securities Act of 1933, or any securities issued pursuant to Regulation A, may be registered by coordination.

Main Filing Requirements for Registration:

  1. Form U-1.
  2. Registration statement.
  3. Copy of latest prospectus, offering circular, or letter of notification filed under the 1933 Act.
  4. Copy of issuer’s articles of incorporation and bylaws.
  5. Copy of an underwriting agreement.
  6. Copy of indenture or other instrument governing issuance.
  7. Specimen, copy, or description (including details of all terms and conditions) of security to be offered and sold.
  8. Copy of other information filed under the 1933 Act that may be requested by the Commissioner.
  9. Consent to service of process on Form U-2.
  10. NASAA Form U-2A.
  11. Fee. Make out to Colorado State Treasurer.
  12. Closing report on Colorado Form RC-C.

Note 1: When securities are registered by coordination, any document filed with the SEC in connection with such offering is considered filed with the Securities Commissioner when such a document is received by the SEC. Thus, issuers are not required to submit, for example, prospectus supplements or amendments to the federal registration statement. Unnecessary filings submitted to the Division will be discarded.

Note 2: Form RC-C must be filed within 30 days of the close of the offering or the termination of the registration statement.

All requirements may be mailed to:

Colorado Division of Securities
Registrations
1560 Broadway, Suite 900
Denver, CO 80202


Generally, the registration statement or other filing is considered effective simultaneously with or subsequent to the federal registration statement or other filings if:

  1. A stop order is not in effect and a proceeding is not pending against the issuer, and
  2. The registration statement has been on file with the Commissioner for at least ten days.

Generally, a registration statement is effective for one year after its effective date and thereafter is effective during the period when the prospectus contained in the federal registration statement meets the requirements of Section 10(a) of the 1933 Act.

Note: The effective period differs for registrations by investment companies.

All filing requirements listed in Section 11-51-303, C.R.S., and in Rule 51-3.1.

Traditional RQ

Generally, a security may be registered by qualification and must contain full and fair disclosure of all material facts respecting the investment offered.

Filing Requirements:

  1. Form RQ.
  2. A registration statement containing the items included in §11-51-304(2).
  3. Consent to service of process on Form U-2.
  4. Form U-2A: Uniform Corporate Resolution.
  5. Fee.

Note: The Commission may, by rule or order, require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended for distribution to prospective investors.

The registration statement becomes effective when the Commissioner so orders, or 28 calendar days from the date of filing if:

  1. The Commissioner does not request changes in the registration statement or,
  2. The registration statement is not subject to a stop order.

Generally, a registration statement is effective for one year after its effective date unless the Commissioner extends the period of effectiveness by rule or order.

Note: The effective period differs for registrations by investment companies.

As long as a registration statement is effective, the Commissioner may, by rule or order, require the person who filed the registration statement to file reports, not more than quarterly, to keep the information contained in the registration statement reasonably current and to disclose the progress of the offerings.

Limited Offering Registration

Generally, in order to register by utilizing the limited offering registration procedure:

  • The issuer must have its principal office and the majority of its full-time employees in Colorado.
  • At least 80 percent of the net proceeds from the offering must be used in connection with the operations of the issuer in Colorado.
  • Gross proceeds from the offering and any other offering must not exceed five million dollars within any twelve-month period.

Filing requirements:

  1. Form RL.
  2. Consent to service of process on Form U-2.
  3. Form U-2A: Uniform Corporate Resolution.
  4. Fee.

Note: The Commissioner may, by rule or order, require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended for distribution to prospective investors.


Generally, a limited offering registration statement becomes effective when the Commissioner so orders or 14 calendar days from the date of filing if:

  • The Commissioner does not request changes in the registration statement or,
  • The registration statement is not subject to a stop order.

Generally, a limited offering registration statement is effective for one year after its effective date unless the Commissioner extends the period of effectiveness by rule or order.

Note: The effective period differs for registrations by investment companies.

As long as a registration statement is effective, the Commissioner may, by rule or order, require the person who filed the registration statement to file reports, not more than quarterly, to keep the information contained in the registration statement reasonably current and to disclose the progress of the offerings.

Registration on Form U-7

The Securities Commissioner permits public offerings made under Rule 504 of the SEC to apply for registration on Form U-7 (Registration Form for Small Corporate Offerings), provided that the form is completed and there is full compliance with all of the form's requirements, conditions, and limitations.

Filing requirements:

  1. Form U-7
  2. Consent to service of process on Form U-2.
  3. Form U-2A: Corporate Resolution.
  4. Fee.

Note: The Commissioner may, by rule or order, require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended for distribution to prospective investors.

Generally, a Form U-7 registration statement becomes effective when the Commissioner so orders, or 28 calendar days from the date of filing if: 

  • The Commissioner does not request changes in the registration statement, or
  • The registration statement is not subject to a stop order.

Generally, a Form U-7 registration statement is effective for one year after its effective date unless the Commissioner extends the period of effectiveness by rule or order.

Note: The effective period differs for registrations by investment companies.

As long as a registration statement is effective, the Commissioner may, by rule or order, require the person who filed the registration statement to file reports, not more than quarterly, to keep the information contained in the registration statement reasonably current and to disclose the progress of the offerings.

All filing requirements listed in Section 11-51-304, C.R.S. and in Rules 51-3.2 and 3.3.

Securities that are exempt from registration under the Colorado Securities Act do not require a notice filing or fee unless otherwise noted below.

Securities that are exempted from registration generally include:

  • Any security issued by the US, any state, or any political subdivision.
  • Any security issued by Canada or any other foreign government.
  • Any security issued by any depository institution.
  • Any security issued by any credit union.
  • Any security issued by any railroad, another common carrier, or public utility.
  • Any security listed on any national securities exchange registered under the 1934 Act or any security of the same issuer that is of senior or substantially equal rank.
  • Any security issued by any person organized and operated not for private profit but for religious, educational, benevolent, or charitable purposes and which is sold to a bona fide member of such organization.
  • Any commercial paper which arises out of a current transaction and which evidences an obligation to pay within nine months.
  • Any security issued in connection with an employee’s stock purchase, savings pension, profit-sharing, or similar benefit plan.
  • Any security issued by a cooperative association.
  • Any security issued by an issuer registered as an open-end management investment company or unit investment trust under the Investment Company Act of 1940, though:
    • The issuer must be advised by an investment adviser or have a sponsor.
    • The issuer must file a notice with the Commissioner and pay a fee.
    • Form NF required (See Rule 51-3.5).
  • ​Securities issued by persons organized for religious, educational, benevolent, or charitable purposes.
  • Securities issued by certain religious organizations.
  • Securities issued by student loan organizations.
  • Securities issued by a world-class issuer.

​Generally, state exemptions are coordinated with the exemptions for securities and transactions under the 1933 Act, so than an offering registered under the 1933 Act is also subject to registration by filing under the Colorado Securities Act (in the absence of an exemption), and so that an offering exempt from registration under the 1933 Act (other than pursuant to the exemption for intrastate offerings) is also exempt from registration under the Colorado Securities Act.

Exemption requirements listed in Sections 11-51-307 and 11-51-309.

Securities that are exempt from registration under the Colorado Securities Act do not require a notice filing or fee unless otherwise noted below.

Transactions that are exempt from registration generally include:

  • Any isolated nonissuer transaction.
  • Any nonissuer distribution of outstanding security if:
    • A recognized securities manual contains certain information about the issuer;
    • If the security has a fixed maturity and the issuer has not defaulted for a certain period of time;
    • Any class of securities of the issuer is registered under Section 12 of the 1934 Act;
    • The issuer is a registered investment company or;
    • The issuer has filed and maintained with the Commissioner, for not less than 90 days, such information as the Commissioner may specify and has paid a fee.
  • Any nonissuer transaction effected through a licensed broker-dealer pursuant to an unsolicited order or offer to buy.
  • Any transaction between the issuer and an underwriter.
  • Any transaction in a bond secured by a mortgage, security interest, or deed of trust.
  • Any transaction by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator.
  • Any transaction by a bona fide pledgee without any purpose of evading the Colorado Securities Act.
  • Any offer or sale to a financial or institutional investor or to a broker-dealer.
  • Any transaction not involving any public offering.
  • Any transaction pursuant to an offering directed to not more than twenty persons in this state and sold to not more than ten buyers in this state during a 12 months period if:
    • The seller reasonably believes the buyers are purchasing for investment; and
    • No commission is paid except to a licensed broker-dealer or sales representative.
  • Any offer or sale of a preorganization certificate or subscription if no commission is paid, the number of subscribers does not exceed 25, and no payment is made by any subscriber.
  • Any transaction pursuant to an offer to existing security holders of the issuer, including holders of convertible securities or warrants, if no commission is paid except to a licensed or exempt broker-dealer.
  • A transaction involving an offer to sell, but not a sale of, security if:
    • A registration statement or similar document required under the 1933 Act has been filed with the SEC, but is not effective;
    • A registration statement has been filed under Section 11-51-303, but is not effective and;
    • No stop order of which the offeror is aware has been entered by the Commissioner of the SEC.
  • A transaction involving an offer to sell, but not a sale of, security if:
    • A registration statement has been filed under Section 11-51-304, but is not effective, and;
    • No stop order of which the offeror is aware has been entered by the Commissioner.
  • A transaction pursuant to a plan or agreement for the following:
    • A reclassification of securities, which involves the substitution of security for another security;
    • A statutory merger or consolidation or similar plan of acquisition; or
    • A transfer of assets in consideration of the issuance of securities. 
  • Any offer or sale of a security in compliance with an exemption from registration with the SEC under Section 3(b)(1) or 4(a)(2) of the 1933 Act pursuant to regulations adopted thereunder by the SEC. However, an offer or sale in compliance with an exemption from registration with the SEC under Regulation A is not exempt.
    • The issuer must file with the Commissioner a notification of exemption and pay a fee.
    • If exempt under Regulation D, a copy of Form D is required (See Rule 51-3.7).
    • All Form D filings made pursuant to Rule 506 must be submitted to the Securities Commissioner through the Electronic Filing Depository operated by NASAA. Filings made pursuant to Rules 504 or 505 may still be submitted to the Securities Commissioner in hard copy until EFD is capable of accepting such filings.
  • Any non-issuer transaction, whether or not effected through a broker-dealer, involving any class of an issuer's security where the issuer filed a registration statement with the Commissioner on Form F-8, F-9, or F-10 that is effective.
  • Oil and gas auctions.
  • Securities issued pursuant to a court or governmental order.
  • Securities offered, sold, or purchased by Canadian broker-dealers excluded from the broker-dealer definition given in Rule 51-2.1.1.3.
  • Offer or sale to an accredited investor.
  • Uniform Notice of Transaction form, a copy of a general announcement, and a fee must be filed with the Commissioner within 15 days after the first sale in Colorado.

Generally, state exemptions are coordinated with the exemptions for securities and transactions under the 1933 Act, so than an offering registered under the 1933 Act is also subject to registration by filing under the Colorado Securities Act (in the absence of an exemption), and so that an offering exempt from registration under the 1933 Act (other than pursuant to the exemption for intrastate offerings) is also exempt from registration under the Colorado Securities Act.

Exemption requirements listed in Sections 11-51-307 and 11-51-309.