State securities filing requirements…It’s important!

Each time the startup issues shares, you need to consider (or ask your attorney to consider) conducting a state securities analysis. The securities analysis will involve reviewing the state securities laws to determine if a filing is required to obtain an exemption from registering the shares.

The state securities analysis and the filing requirements are based on the primary residence of each founder. For example, if 2 founders live in CA and one founder lives in AZ, securities analysis should be done in CA and AZ.

After you incorporate, you should hire an attorney to conduct the state securities analysis and either find an exemption or make the necessary filings. For example, in California you need to file the 25102(f) exmption notice. In some states, the exemption is “self-executing” as long as it meets certain requirements and no filing is required.