Blue Sky Services

Blue Sky Services 2018-05-24T17:19:54+00:00

Each U.S. state has its own set of “blue sky laws,” which require registration of securities that will be offered or sold within the state, unless they qualify for an exemption. The laws are designed to ensure investors have access to trustworthy data and protect them from fraudulent sales practices. Currently, very little uniformity exists among state blue sky laws and, even where the statutory language or regulations are identical in different states, courts may interpret them very differently.

Commonly, fund managers delegate responsibility for blue sky compliance to their legal counsel, who often do not have expertise in this area and may file paperwork and pay associated fees in all states in which the fund sells. This may result in unnecessary legal and filing costs for the fund. Fortunately, Gemini is experienced in the field of blue sky compliance and administration. We have the tools and capacity to complete exhaustive research to provide insight into specific state requirements, determine possible exemptions, and complete filings and ongoing maintenance – all potentially providing significant long-term cost savings.

  • Research and analysis. We provide detailed findings for each state, listing multiple exemptions when available.

  • Paperwork and filing. We coordinate the submission of all required forms and fees on behalf of your fund both initially and on a continual basis.

  • Ongoing support. Gemini helps ensure that your offerings remain in compliance with state laws.

  • Secure technology. We utilize encrypted software that allows sensitive data to be saved and exchanged in a safe environment.

  • Cost savings. Gemini only registers fund offerings in states where it’s required. Additionally, we provide a transparent cost per filing at a competitive rate, which helps funds keep costs down.

Private Regulation D Offerings

  • Federal (Form D) filings
  • State filings
  • Ongoing monitoring of investor transactions
  • Ongoing exempt transaction monitoring
  • For existing funds:
    • Review of capital transactions since inception
    • Auditing of current state listings and submission of corrective filings (if needed)

Federal Form D Filing

Under the Securities Act of 1933, any offer to sell securities must either be registered with the Securities Exchange Commission or meet an exemption under Regulation D rules 504, 505, and 506. When relying on such an exemption, funds generally must file a “Form D” after they first sell their securities. Gemini can help you prepare and file your Form Ds on the SEC’s EDGAR system. We obtain manager filer credentials and work with you to prepare and submit the Form D as required by the SEC.