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Tennessee Securities Division Launches Streamlined Electronic Filing Depository

Monday, December 15, 2014 | 10:58am

NASHVILLE – The Tennessee Securities Division today announced the launch of the online Electronic Filing Depository (EFD) to enhance the efficiency of the regulatory filing process for certain exempt securities offerings.

Developed by the North American Securities Administrators Association (NASAA), of which the Division is a member, the EFD is an online system that allows an issuer to submit a Form D filing for a Regulation D, Rule 506 securities offering, and pay related fees, to state securities regulators. The EFD website also enables the public to search and view, free of charge, Form D filings made with state securities regulators through the EFD. The EFD is available at:

“With adoption of the new system, the Division is continuing to show our commitment to streamlined, efficient regulation while being more customer-focused and results driven,” said Securities Division Assistant Commissioner Daphne D. Smith.

Rule 506 of Regulation D is a “safe harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, and it also provides an exemption for public offerings to verified accredited investors. Issuers relying on the Rule 506 exemption do not have to register their securities offerings with the SEC or the Division, but they must file what is known as a “Form D” with the SEC and the Division. Form D contains limited information about the securities being offered and about the issuer who is offering those securities.

The EFD system initially will be limited to Form D filings for Regulation D, Rule 506 offerings, but NASAA expects the filing system will be expanded in the future to include additional state securities registration, exemption, and notice filing materials. As of the date of this announcement, use of the EFD system by issuers is voluntary in Tennessee. Such filings may still be submitted on paper, directly with the Division.

The EFD website offers a suite of tools to filers and regulators. The EFD system will be available 24 hours a day, seven days a week, unless the website is undergoing maintenance. In addition to the filing fees required by the states, there is a one-time $150.00 system use fee for each securities offering being filed through the EFD. This one-time system fee covers initial, amendment, and renewal filings made through the EFD.

The filing of a Form D with the SEC and with the Division does not mean that the SEC or any state securities regulator has approved the securities or passed any judgment on the soundness of the securities as an investment. Issuers or investors with questions about the EFD or a particular securities offering can contact the Division by email at or by telephone at 615-741-3187.

About the Department of Commerce and Insurance: The state Department of Commerce and Insurance is a diverse entity of six divisions charged with protecting the interests of consumers while providing fair, efficient oversight and a level field of competition for a broad array of industries and professionals doing business in Tennessee. Our divisions include the Division of Consumer Affairs, the Division of Insurance, the Division of Securities, the Division of TennCare Oversight, the Division of Fire Prevention, and the Division of Regulatory Boards.

About the Division of Securities: The Division of Securities regulates broker-dealer firms, securities agents, investment adviser firms, investment adviser firm notice filers, and investment adviser representatives. It also registers securities products, investigates investor complaints of misconduct and fraud, and provides investor education programs across Tennessee.


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