Blue Sky Fees for SPVs: What Form D Notice Filings Cost

Blue sky fees are the state notice-filing charges on a Rule 506 SPV. The SEC Form D itself is free. What you actually pay is a one-time NASAA EFD system fee plus whatever each investor state charges for its Form D notice. Those state amounts are not uniform, and late filings can cost more than the original notice.

This article is about the fee stack. For the filing process, see our Form D and Blue Sky compliance guide. It is general information, not legal advice. Confirm current amounts with counsel and the state regulator before you file.

Two filings, two fee schedules

A Rule 506(b) or 506(c) SPV files in two places.

SEC Form D. Rule 503 requires an electronic Form D on EDGAR no later than 15 calendar days after the first sale. First sale is the date the first investor is irrevocably contractually committed. The SEC does not charge a filing fee for a Form D notice or an amendment. Late filing is not, by itself, a condition of the Regulation D exemption, but Rule 507 describes consequences of failing to file. File it anyway, on time. (SEC Form D FAQs, last reviewed 9 July 2026.)

State blue sky notices. Rule 506(b) and 506(c) offerings are not subject to state registration and review. States can still require a notice, a consent to service of process, and a fee where you offer or sell. (SEC Form D FAQ, Q9; SEC, Filing and Amending a Form D Notice.)

You file where investors are, not where the Delaware LLC lives. A five-LP SPV with LPs in California, New York, Texas, Illinois, and Colorado is five notices, not one.

Which exemption you used still matters for the offering itself. If you are choosing between 506(b) and 506(c), start with 506(b) vs 506(c) for private fundraising. Both still generate Form D and blue sky notices.

The EFD system fee is $160, once

Most state Form D notices go through NASAA's Electronic Filing Depository. On top of each state's own fee, EFD charges a $160 system use fee on the initial Form D notice filing. Amendments and renewals of that same filing do not incur another EFD system fee. (NASAA EFD FAQ, "Will I pay a fee for using EFD?".)

That $160 is per initial Form D going through EFD, not per state. State fees are separate and still due.

What states charge (NASAA matrix, 1 July 2026)

NASAA publishes an EFD Form D fee schedule. The version cited here is dated 1 July 2026. States change amounts. Check the matrix and the state before you pay. (NASAA, EFD Form D Fee Schedule.)

Representative new notice fees from that matrix:

A few mechanics that trip SPV sponsors:

• Florida is marked on the matrix as not requiring a Form D filing.

• New York is not a simple per-deal stamp. The matrix ties $300 / $1,200 bands to the issuer CIK and EDGAR offering amount, with a $30 fee in some no-variable-fee cases during the effectiveness period.

• Texas scales with offering size and caps at $500.

• Pennsylvania wants a separate notice and the $525 fee for each issuer on a multi-issuer Form D.

Do not budget a made-up "50-state total." You pay the states where you actually sold. A single-state close is one notice fee plus EFD. A syndicate with LPs in twelve states is twelve notices plus EFD.

Late fees are often worse than the notice

Several states add a late charge if the notice arrives after first sale in that state. From the same 1 July 2026 matrix:

• Arkansas: $500 if more than 15 days after first sale in state ($1,000 if more than 365 days), on a variable notice that is 0.1% of the state offering with a $100 minimum and $500 maximum.

• Iowa: $250 if more than 15 days after first sale in state, on a $100 notice.

• Maine: $500 if more than 15 days after first sale in state, on a $300 notice.

• New Mexico: $700 if 16–25 days late; $1,050 if more than 25 days, on a $350 notice.

• Tennessee: $1,000 if more than 31 days after first sale; larger amounts if the delay runs past a year, on a $500 notice.

• U.S. Virgin Islands: $3,000 if more than 15 days late, on a $1,500 notice.

The pattern: miss the window and the penalty can exceed the original fee. File when the first LP in that state is committed, not after the close party.

What you should budget before first close

Work backwards from the cap table, not from a national average.

1. List every state where an LP is resident (and where you solicited, if your counsel treats offers as in-state).

2. Pull each state's new-notice line from the current NASAA matrix.

3. Add the $160 EFD system fee once.

4. Add any known amendment or renewal fees if the raise will stay open past a year (several states charge a renewal equal to the new-notice fee; Alaska and Illinois are $600 and $100 on that matrix).

5. Do not treat blue sky as optional because the SEC Form D was free.

This is one of the line items that shows up in the hidden costs of running an SPV. Formation is the other half; if you are still at entity setup, use how to set up an SPV.

Allocations includes Form D and Blue Sky notice filings in SPV administration. That does not change the state's fee. It changes whether you or the platform is the one submitting the notice and tracking the calendar.

Frequently asked questions

Does the SEC charge a Form D fee? No. The SEC Form D notice and amendments are free. You still have to file within 15 calendar days of first sale.

What is the EFD fee? $160 on the initial Form D notice submitted through NASAA's Electronic Filing Depository. Amendments and renewals of that filing do not get another EFD system fee.

Do I file blue sky in Delaware because the SPV is a Delaware LLC? Not for that reason. You file in the states where you offer or sell, typically the LP's state.

Does Florida require a Form D notice? The NASAA matrix as of 1 July 2026 marks Florida as not requiring a Form D filing. Confirm with Florida's regulator before you skip it.

Can I skip states with a $0 fee? A $0 fee is not the same as no filing. Indiana is "no fee"; Kansas is $0. Counsel should still confirm whether a notice is due.

What if I file late? Some states add late fees that are larger than the original notice. File on the first-sale clock.

This article summarizes published SEC staff FAQs and the NASAA EFD Form D fee schedule as of 1 July 2026. It is general information, not legal or tax advice. State fees change. Confirm current requirements with your own counsel and the relevant state securities regulator before filing.