Blue Sky Fees for Reg D (Rule 506) Offerings: Every State's Fee

Blue sky fees are the fees a state charges when you file its notice for a Rule 506 (Regulation D) offering, one filing for each state where an investor lives. Most states charge a flat fee, a few charge by the size of the offering, and the highest possible fee in any of the 53 jurisdictions below is $1,500 (Puerto Rico and U.S. Virgin Islands). In NASAA's schedule, 35 of the 52 jurisdictions that want a notice never charge more than $300, and Florida wants no notice at all.

Fees checked against NASAA's schedule on October 27, 2026. The schedule is dated October 1, 2026. States change fees, so the Electronic Filing Depository (EFD) shows the exact amount before you pay, and that amount wins over any table, including this one. If you are raising for an apartment building, we built DoorRaise to file the state notices and show each state's fee before you pay it.

What are blue sky fees for a Reg D offering?

"Blue sky" is the old nickname for state securities law. When you raise under Rule 506 of Regulation D, each state where an investor lives can ask for a short notice, a signed consent to service of process and a fee. The notice is usually a copy of your federal Form D. The fee is what this post is about.

Most states take the notice and the fee through NASAA's Electronic Filing Depository, called EFD. NASAA is the association of state securities regulators, and it publishes one fee schedule for every state that uses EFD. The table below is built from that schedule.

Why can states charge a fee if Rule 506 is federal?

Because Congress split the job in 1996. Under the National Securities Markets Improvement Act, securities sold under Rule 506 are "covered securities", so a state cannot require registration or review of the deal. The same law lets a state ask for the notice, a consent to service of process and a fee, solely for notice purposes. The statute is 15 U.S.C. 77r, and our guide to blue sky laws and state notice filings walks through it.

When is the state filing due, and what are late fees?

The usual deadline is 15 days after the first sale in that state. The federal Form D has the same 15-day clock, and our Form D filing guide explains how it is counted. "First sale" is the day the first investor in that state is irrevocably committed to invest.

Late fees are state by state. Some states charge nothing extra, some charge a flat amount after 15 days, and a few charge more the longer a filing is overdue. The table lists each late fee exactly as NASAA's schedule gives it. The table's last column links each state's own regulator where we could open its site, and NASAA's schedule for every state.

How much does each state charge? (Rule 506 notice fee by state)

Fees checked against NASAA's schedule on October 27, 2026 (schedule as of October 1, 2026). Each row is one state, with a link to its own anchor so you can share it, for example #texas.

How are percentage and tiered state fees worked out?

Two kinds of state fee are not a flat dollar amount.

• Tiered by the size of the whole offering. The state looks at the total offering amount on your Form D. Massachusetts, New York, Utah and Texas work this way. Texas, for example, charges a percentage of the offering amount, capped. A larger raise can move you into a higher tier.
• Worked out from the amount offered in that state. Arkansas, Delaware, Minnesota, Montana and Puerto Rico charge a percentage of what is offered to people in that state, with a minimum and a maximum. You do not know that amount for certain until investors commit, so sponsors usually plan for the maximum.

What does a typical Reg D raise cost in state fees?

The total is the sum of the fees for the states where your investors live. These examples are worked out from the same data as the table, at the offering size shown. They are arithmetic, not a forecast of your deal.

Investors in three states, on a $5,000,000 offering:

Investors in six states, on a $5,000,000 offering:

Four states whose fee depends on the amount offered there, on a $5,000,000 offering with $100,000 offered in each:

The last example shows why range states matter. The highest fee is what a sponsor plans for, and the lower figure is what the formula gives once the real amount offered in each state is known.

What is NASAA EFD?

EFD is NASAA's online system for filing state Form D notices and paying the state fees in one place. With DoorRaise, the state costs you pay are the states' own fees in the table above.

How does DoorRaise handle blue sky fees?

In the launch wizard you pick the states your investors may live in. You pay each picked state's fee at cost as part of setup, on its own line next to the non-refundable $1,500 setup fee, and DoorRaise files each notice for you. The rest follows from that choice:

• After the raise ends, closed or not, DoorRaise automatically refunds the fee for every state where nobody invested, and any part of a fee that turned out lower.
• You can add a state in the middle of a raise.
• Investors from states you did not pick cannot invest in the deal.
• By default the deal pays you back at closing, from escrow, for the $1,500 setup fee and those state fees. You can turn that off, and it is disclosed in the offering documents.

See how DoorRaise works for the full flow and pricing for the fee card. If you are choosing between 506(b) and 506(c) first, read 506(b) vs 506(c). The state notice is the same for both.

FAQ

What are blue sky fees?

Blue sky fees are the fees a state charges to receive your notice filing for a Rule 506 offering. They are due in each state where an investor lives. They do not register the deal and they are separate from the SEC, which charges no fee for Form D.

Do I pay blue sky fees in the state where my company is, or where my investors are?

Where your investors are. A state's fee is triggered by a sale to someone who lives there. Your company's address alone does not decide it, so check each investor's state of residence.

Which state has the highest blue sky fee for Rule 506?

In NASAA's schedule as of October 1, 2026, the highest possible fee is $1,500, in Puerto Rico and U.S. Virgin Islands. Several other states charge by a percentage with a cap, so the exact amount depends on the offering.

Does Florida charge a blue sky fee for Rule 506?

No. NASAA's schedule marks Florida as not requiring a Form D filing for a Rule 506 offering, so there is nothing to file and nothing to pay there.

When is the state notice due?

Usually 15 days after the first sale in that state. Some states have their own details and late fees, which are in the table above. Confirm the exact amount and date on EFD before you file.

Are blue sky fees refundable?

That depends on the state and the filing. With DoorRaise, a state's fee is non-refundable once someone from that state invests. After the raise ends, the fee for every state where nobody invested is refunded automatically, along with any part of a fee that turned out lower.

How often do state fees change?

States change fees from time to time, and NASAA updates its schedule when they do. A weekly check flags any change to NASAA's file so this table can be updated, and EFD shows the exact fee before you pay. Always go by the amount EFD shows.

Sources

• NASAA: EFD Form D Fee Schedule (as of October 1, 2026)
• NASAA Electronic Filing Depository (EFD)
• New York Attorney General: EFD Form D guidance
• 15 U.S.C. 77r: Exemption from State regulation of securities offerings
• SEC: Rule 506(b) overview

This article is general information, not legal advice. State rules and fees change, so confirm each state's requirements and amounts on EFD or with the state's securities regulator, and talk to your own securities attorney. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.