California Rule 506 Notice Filing: Form D, Deadline and Fee
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If even one investor in your Rule 506 offering lives in California, you file a short notice with California's securities regulator, the Department of Financial Protection and Innovation (DFPI). The notice is a copy of your federal Form D, filed through NASAA's Electronic Filing Depository (EFD), within 15 days after the first sale of a security in California, with a fee. California does not review or approve the offering, and you do not register it.
This post covers California only. For how the system works state by state, read blue sky laws and state notice filings, and for every state's fee see blue sky fees by state. Rules and fees are as of October 2026, can change, and this is general information, not legal advice.
Why does California get a filing if Rule 506 is federal?
Securities sold under Rule 506 are "covered securities" under 15 U.S.C. 77r, so a state cannot require registration or merit review of them. What a state may still require is a notice filing, a consent to service of process and a fee. California's version of that notice sits in Corporations Code 25102.1(d), and the DFPI lists the form as "Notice of Exempt Offering of Securities, Form D". Most sponsors never touch the paper form: they file the Form D copy and pay the fee online in EFD.
What do you file in California?
- The federal Form D. File it with the SEC first (how that works). The California notice repeats it.
- The EFD notice filing for California. In EFD you select the Form D, pick California as a state where securities are sold, and submit.
- The fee. EFD shows the amount before you pay. Rely on what EFD shows that day over any blog table, including ours.
When is the California filing due?
Fifteen days after the first sale in California, matching the federal clock. A sale is counted when the investor is irrevocably contractually committed, not when money arrives. A deal with investors in several states has a separate 15-day clock per state, set by that state's first investor.
What does it cost?
NASAA's fee schedule lists $300 for California. Unlike Texas or New York, the amount does not scale with the size of your raise in that schedule. Confirm the figure in EFD at the time you file.
Worked example (illustrative)
A sponsor in Arizona raises $1,500,000 from 20 investors. Two of them live in California, and the earlier of the two signs a subscription on March 3. The California notice is due 15 days later, March 18. The second California investor signing on March 10 does not start a new clock and does not need a second filing. If the sponsor later amends the Form D because the offering amount increases, the California notice is amended with it.
Common mistakes
- Waiting for funds to arrive. The clock starts at commitment, not at the wire.
- Using the property's state instead of the investor's home. The state of the investor's residence decides where you file.
- Treating the notice as an approval. Filing does not mean the DFPI has reviewed your deal. California can still enforce its antifraud rules.
- Skipping amendments. Keep the California filing in step with Form D amendments.
How DoorRaise fits in
DoorRaise helps sponsors raise equity for apartment buildings from their friends and followers under Rule 506(b) or 506(c), with verified accredited investors only. By default DoorRaise files the notice in the property's state. On new deals, the first investor from another state, such as California, pays that state's filing fee by card when they sign, and later investors from that state pay nothing. DoorRaise files the notice within 15 days of that state's first signature. Fees: $1,500 to set up (non-refundable), then $5,000 a year from closing (only if the deal closes). Sponsors can see pricing or launch their deal.
FAQ
Do I have to file in California for a Rule 506 offering?
Yes, if at least one purchaser lives in California. You file a notice (Form D copy and fee) with the DFPI through EFD. If nobody in California buys, there is nothing to file there.
How much is the California Rule 506 filing fee?
NASAA's schedule lists $300. Check EFD at filing, because fees can change and the figure EFD shows controls.
What is the deadline for the California notice?
Generally 15 days after the first sale in California.
Does California review my offering?
No. Rule 506 securities are covered securities, so California only receives the notice and fee. It keeps its power to act against fraud.
Do I file separately for each California investor?
No. One notice covers the offering in California. You amend it when the Form D is amended.
Sources
- California DFPI: Securities
- NASAA Electronic Filing Depository
- 15 U.S.C. 77r: Exemption of covered securities from state regulation
- SEC: Form D
This article is general information as of October 2026, not legal, tax or investment advice. The example is hypothetical. Ask your own securities lawyer about your offering. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.