Exemption Filings/Covered Securities
What securities registration exemptions are frequently used in New Jersey?
N.J.S.A. 49:3-50(a) provides securities exemptions, and
N.J.S.A. 49:3-50(b) provides provides transactional exemptions which include:
Private Placement Exemption
N.J.S.A. 49:3-50(b)(12) provides an exemption for private placements and generally corresponds to, among others, SEC Regulation D Rule 504. For further information, please consult the
Private Placement Report Form, NJBOS Form 1.
Offers to No More Than Ten Purchasers
N.J.S.A. 49:3-50(b)(9) provides an exemption for sales to no more than ten New Jersey residents in any twelve-month period, provided that the investors purchase for investment, no commission is paid directly or indirectly for soliciting buyers in New Jersey, and the securities are not offered or sold by general solicitation or general advertisement. This is a self-executing exemption: no fees, forms, or other documents need be filed with the Bureau.
Model Accredited Investor Exemption
The New Jersey Model Accredited Investor Exemption provided by Bureau Chief's Order, dated March 23, 1998 and
N.J.S.A. 49:3-50(b)(13), permits offers and sales to accredited investors pursuant to a public solicitation. The issuer should, within fifteen days of the first sale in New Jersey, file
Form U-2, a copy of the general announcement, and include a $500 check payable to New Jersey Bureau of Securities.
Which securities exemptions or "federal covered securities" require a filing and fee?
What is required for a Rule 506 Notice Filing?
A notice filing must be made within fifteen (15) days of the first sale in New Jersey. All Rule 506 notice filings must be filed via Electronic Filing Depository
www.efdnasaa.org. For more information, please review the December 12, 2014 Bureau Chief Order regarding
Electronic Rule 506 Form D Filings.
N.J.S.A. 49:3-60.1(b) provides that filing requirements for Rule 506 filings includes a:
Form D; and
- A Consent to Service of Process (Form U-2 &
Form U-2A) naming the Bureau Chief as the designated officer; and
- The fee required to be paid.
Please note that the Form U-2 and Form U-2A language is incorporated in an EFD filing. The Bureau does not need a physical filing of these forms.
Parties which are unable to file using the EFD system, should email the Bureau at
For a Rule 506 offering, should I file with the New Jersey Bureau of Securities amendments to Form D?
Any amendments filed with the SEC should be filed concurrently with the Bureau using the EFD system. Parties which do not use the EFD system should email the Bureau at
email@example.com for information regarding amendment filings. The Bureau does not require an additional
U-2 filing or an additional fee for amendments.
Private Placement Filings
What are the filing requirements for private placements?
A private placement filing must be made within fifteen (15) days of the first sale in New Jersey.
N.J.S.A. 49:3-50(b)(12) provides that the filing requirements include:
Form D (a copy of the new SEC Form D with electronic signature is permissible);
- Manually signed and notarized Consent to Service of Process (Form U-2 &
Form U-2A) naming the Bureau Chief as the designated officer;
- Filing fee of $500 paid by check made payable to the Bureau; and
Private Placement Report Form, NJBOS Form 1.
Are annual renewals required for private placements?
No. However, supplemental reports should be filed promptly whenever there are material changes to the information contained in the initial filing. Supplemental reports do not require an additional U-2 filing or an additional fee. Final sales reports are required at the closing of the offering if the information in the final report would be materially different from the last prior filing.
Regulation A Tier 2
Is a notice filing required with the Bureau for a Regulation A Tier 2 offering?
Currently, there is no notice filing requirement.
Do the individuals offering and/or selling Regulation A Tier 2 offerings need to be registered with the Bureau?
Notice of Administrative Action, Notice of Statutory Construction, Rule 506 Notice Filings and Regulation A Tier 2 Offerings, N.J.S.A. 49:3-60.1(b) and (c) for information on whether individuals offering and/or selling Regulation A Tier 2 offerings need to be registered with the Bureau.
New Jersey Intrastate Offering
Where do I obtain information about the New Jersey Intrastate Offering (Crowdfunding) Exemption?
More information about the New Jersey Intrastate Offering (Crowdfunding) Exemption can be found
Investment Advisers and Investment Adviser Representatives
How do I apply to be an investment adviser?
Instructions for applying to be an investment adviser are available
How do I apply to be an investment adviser representative?
Instructions for applying to be an investment adviser representative are available
Is there a
de minimis exception for state-registered investment advisers?
Yes. There is a
de minimis exemption available if the investment adviser firm has five or fewer clients in New Jersey during any consecutive 12 month period.
Which investment adviser representatives must register with the New Jersey Bureau of Securities?
For representatives working for state registered firms:
- Any investment adviser representative with a place of business in New Jersey must register with the Bureau.
- Any investment adviser representative located outside of New Jersey, but doing business in New Jersey must register with the Bureau.
Do investment advisers and investment adviser representatives need to renew annually?
Yes. Investment adviser and investment adviser representative registrations and notice filings are effective for one calendar year (or less) and expire on December 31 of each year. Registrations and notice filings must be renewed annually for the investment adviser and investment adviser representative to remain current.
The renewal fee is $375 for investment advisers and $130 for investment adviser representatives. The renewal fee must be paid through the IARD. No additional paperwork is involved.
Do state registered investment advisers need to obtain annual audited financial statements?
No. Investment advisers registered with the Bureau generally are not required to obtain audited financial statements. However, investment advisers with custody of funds or in other limited instances may be required to submit audited financial statements for the account or entity for which they have custody.
Can an investment adviser representative be affiliated simultaneously with more than one investment adviser (dual affiliation)?
Yes. The Bureau does not prohibit dual affiliation.
Can an investment adviser representative be registered simultaneously as an agent with a broker-dealer (dual registration)?
Yes. The Bureau does not prohibit dual registration.
Broker-Dealers and Agents
Who is excluded from the definition of a broker-dealer?
The exclusions from the definition of broker-dealer can be found in
Is there a de minimis exemption for broker-dealers and their agents?
The limited broker-dealer de minimis can be found in
Do broker-dealers and agents need to renew annually?
Yes. Broker-dealer and agent registrations are effective from the date of approval until December 31 of each year. Registrations must be renewed annually for the broker-dealer and agent to remain current. The renewal fee is $450 for broker-dealers and $125 for agents. Renewal fees are coordinated through the CRD system and paid to the State by FINRA on behalf of the registered entity and their associated agents. No additional paperwork is involved.
Do broker-dealers need to file their annual audited financial statements with your office?
No. Broker-dealers registered in the State of New Jersey do not have to file annual audited financial statements. They are only required at time of initial registration or at the Bureau's request.
Can an agent be registered simultaneously with more than one broker-dealer (dual registration)?
Yes. The Bureau does not prohibit dual registration.
Who must register as an agent of an issuer?
Any issuer that is effecting or attempting to effect purchases or sales of securities other than through a registered broker-dealer shall register someone as an agent, unless exempted or excluded from agent registration. Only a natural person can be registered as an agent.
For information about issuer agent registration, please consult the
Issuer Agent Instructions, and
Form 5(a) Agent of Issuer Examination Waiver Request.
If officers of a company (the issuer) will be actively involved in soliciting investors and making offers and sales of securities, do they need to be registered with the Bureau as agents?
Yes. If the officer of the issuer will be actively involved in soliciting investors and making offers and sales of securities, they must register as an agent, unless exempted or excluded from agent registration. For information on waiver requests from the requisite exams see
What are New Jersey's security filing fees?
|Registration by Coordination or Qualification|
|Exemptions pursuant to
|N.J.S.A. 49:3-60.1(d) (Rule 506) |
|Mutual Funds (Initial & Renewal)|
|Unit Investment Trusts (Initial & Renewal)|
INITIAL REGISTRATION |
(FINRA Members and Non-Members)
|Investment Adviser Representative|
By what method can the fees be paid?
Any fee not payable through CRD/IARD, or pre-arranged wire transfer, must be paid by check. All checks must be made payable to the New Jersey Bureau of Securities.
What are the examination requirements for agents of broker-dealers?
The Bureau requires individuals who are applying for agent registration to pass the Series 7
(General Securities Representative) examination. Individuals acting in the capacity of an agent are required to take and pass the examinations required by FINRA for the type of activity the individual intends to perform prior to performing the corresponding activities. Individuals acting in a supervisory capacity are required to take and pass the appropriate supervisory examinations required by FINRA prior to performing the corresponding activities.
What are the examination requirements for agents of the issuer?
The Bureau requires individuals who are applying for registration as agent of the issuer to pass the Series 7
(General Securities Representative) examination.
What are the examination requirements for investment adviser representatives?
The Bureau requires individuals who are applying for registration as an investment adviser representative to pass the Series 65
(Uniform Investment Adviser) or Series 66
(Uniform Combined State Law) examination. Note that the Series 7 is a co-requisite with the Series 66.
Is it possible to request a waiver from the examination requirements?
Please review the Bureau's
How do I arrange to take the examinations?
Series 65 and 66 examinations can be arranged through a brokerage firm or investment adviser, or can be arranged by sending a completed
Form U-10 and the appropriate fee directly to FINRA Regulation. Series 7 examinations can be arranged only through a brokerage firm or investment adviser. The Bureau does not sponsor any person for any examination.
Where do I obtain information about the procedure for offers to repurchase securities in accordance with N.J.S.A. 49:3-71(g)?
In the event that rescission of securities transactions must be offered to investors, see
NJBOS Instruction 1 and
NJBOS Instruction 2.