Offering Legal, Tax & Business Services to Investment Managers & Hedge Funds Worldwide SEC Form D Services & State Hedge Fund Filings
Hedge Fund Form D ServicesWe offer timely, low cost Initial Form D Filings for hedge funds. We also offer low cost Annual Update Form D Filings (required by law) and Material Changes Form D Filings (required by law). Filing SEC Form D is required for any hedge fund in the world that accepts U.S. investors. These filings have nothing to do with whether you are required to be licensed as a fund manager. Contact Us For Help
Regulation D Rule 506 Selling a hedge fund investment is a sale of securities and your fund must obtain an exemption from federal and state registration. The Securities Act of 1933 governs hedge funds and Section 5 of the Securities Act of 1933 requires that all securities be registered with the SEC. Learn About Hedge Fund Law Regulation D provide exemptions for hedge funds from federal registration under Rule 504, Rule 505, and Rule 506 and Rule 506 is the most commonly relied upon exemption for hedge funds. Non-advertised offerings are Rule 506(b) offerings and publicly advertised funds are Rule 506(c) offerings. We can advise you on either type of Rule 506 offering and file SEC Form D for your hedge fund even if we did not set it up. We offer timely, law cost Form D Filings. Contact Hedge Fund Attorney Hannah Terhune for Assistance
State Filings for Hedge Funds We offer low cost, timely State Hedge Fund Filings. Contact Us For Help Rule 506 is unique among the Regulation D exemptions. Congress preempted states’ authority to review hedge funds offered under Rule 506 by enacting the National Securities Markets Improvement Act of 1996 (NSMIA). However, all states require that hedge funds submit a notice filing with the state and pay filing fees. Some states require that you file Form D prior to admitting an investor your fund. Some states also require a copy of your offering documents, Form U-2, Form U-2A, Form U-4, and/or an issuer/dealer form. Learn About Hedge Fund Offering Documents
For example, New York can take as long as four months (in our experience) to process a hedge fund blue sky filing. In New York, four blue sky filings are required. These filings must be accepted by New York one (1) day before an offering is made to a prospect in New York. New York State filing fees are approximately USD $1,400 and the duration of the exemption from registration obtained under New York's securities laws is four (4) years. We can file SEC Form D or the State Hedge Fund Filing for your hedge fund even if someone else set it up for you. Contact Hedge Fund Attorney Hannah Terhune for Assistance
Form D Filings Your hedge fund, if based in the United States or if it has U.S. investors, must file Form D with the U.S. Securities and Exchange Commission (SEC). Form D is not registration under the Securities Act. SEC Form D has become more complex in recent years. The SEC and state blue sky filings apply whether or not you are registered as an investment advisor and even if your hedge fund focuses on spot forex or commodities. Form D discloses biographical information about the fund and the managers. Form D is not subject to a review or approval by the SEC, but is a required notification document. Learn About Starting a Hedge Fund We file timely, low cost Form D. Once you file Form D, your filing is available on the SEC's website., See SEC Form D Filings and Contact Us For Help
Advertised Hedge Funds Under Rule 506(c) In the United States, hedge funds can be advertised and marketed under Rule 506(c). Non-advertised offerings are designated as Rule 506(b) offerings. Rule 506(c) offerings put additional burdens on the fund and require special language in the fund's offering documents. There are additional disclosures required in the offering documents for hedge funds marketed under Rule 506(c). Hedge fund operating in the United States under Rule 506(c) must file Form D at least 15 days prior to the first sale of securities in the offering. Contact Us For Help
Form D Annual Filings A Form D must be filed each subsequent year while your offering remains open. The fund must also disclose any sales compensation that has or will be paid directly or indirectly in connection with the sale of securities. Our law firm prepares and files Form D as part of our flat fee services. Contact Us For Help
Form D Material Change Filings Form D must be re-filed to correct a material mistake of fact or error in the previously filed notice (as soon as practicable after discovery of the mistake or error). Hedge fund issuers filing Form D electronically with the SEC must become EDGAR filers by obtaining a unique Central Index Key ("CIK") number and related access codes. Contact Hedge Fund Attorney Hannah Terhune for Assistance
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Capital Management Services Group, Inc. is recognized by discriminating persons as being one of the foremost legal authorities in the hedge fund industry. Ms. Terhune's numerous articles on hedge funds and international tax matters have appeared in publications worldwide. Read Our Leading Media Content and Articles by Hannah Terhune on Hedge Funds and International Tax Planning, Chances are, if you have read anything related to starting a hedge fund, Ms. Terhune wrote it. Read Our Client Comments and Read About Hannah Terhune on LinkedIn. When you engage us you get a unique combination of securities, tax, and business experience. Give us the opportunity to use our knowledge and experience for you. No client is too large or too small for us. We pride ourselves in providing personal attention to each Client. We provide high quality services at competitive rates. But don't take our word for it, give us a call and let us prove what we can do for you.