Florida Rule 506 Filing: Why There Is No Form D Notice, and What Still Applies
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Florida is the one state that asks for no notice filing and no fee for a Rule 506 offering. Rule 506 interests are "federal covered securities," and Florida's registration statute exempts them: section 517.07 makes it unlawful to sell a security in Florida unless it is exempt, sold in an exempt transaction, "is a federal covered security," or is registered. NASAA's Form D fee matrix, which lists every state's Rule 506 notice requirement, marks Florida as requiring no Form D filing. What still applies: Florida's antifraud law (section 517.301), Florida's rules on who may sell securities for pay, and, in many PPMs, a Florida legend about a 3-day right to void a purchase. That right comes from Florida's own private placement exemption, section 517.061(10), not from Rule 506.
This post is part of our guide to real estate syndication. It zooms in on one state from blue sky notice filings and blue sky fees in every state. Rules are as of November 2026 and change, so check before you sell.
Why does Florida need no filing?
Federal law, in Section 18 of the Securities Act, makes Rule 506 securities "covered securities." States cannot require them to be registered, but most states still require a notice copy of the Form D and a fee, filed through NASAA's Electronic Filing Depository. Florida chose not to. Its statute lists federal covered securities as one of the ways a sale is lawful without Florida registration, and it does not require a notice for them.
| Item | Florida, Rule 506 offering |
|---|---|
| State notice filing | None required |
| State fee | None |
| Federal Form D | Still due within 15 days of the first sale |
| Antifraud law | Section 517.301 applies |
| Who may sell for pay | Dealer and associated person registration rules, section 517.12 |
Compare Texas, California and New York, which all want a notice and a fee.
Where does the Florida 3-day right come from?
Many PPMs carry a "Notice to Florida residents" saying a Florida buyer may void the purchase within three days. The source is section 517.061(10), Florida's exemption for an issuer's private offering of its own securities. One of its conditions is that "any sale made pursuant to this subsection is voidable by the purchaser within 3 days after the first tender of consideration," and that buyers get written notice of that right before the sale.
That condition attaches to sales made under the Florida exemption. A Rule 506 offering relies on the federal covered securities route instead, so the 3-day right is not a condition of selling to Florida investors under Rule 506. Sponsors still often include the Florida legend, because it costs little and covers the case where a sale ends up relying on Florida's exemption (for example, if the Rule 506 exemption were later lost). Whether to include it is a call for your own securities attorney. If you do include it, honor it: a Florida investor who voids within three days gets their money back.
What still applies in Florida?
Antifraud. Section 517.301 makes it unlawful to obtain money by an untrue statement or a misleading omission in connection with a securities sale in Florida. Exempt and covered offerings are not exempt from it. Accurate documents and careful marketing matter as much in Florida as anywhere. See Rule 10b-5 and misleading statements.
Who may sell. Section 517.12 says no dealer or associated person may sell securities to persons in Florida unless registered with the Florida Office of Financial Regulation. A sponsor selling its own deal is in a different position from a paid finder who sells for commissions. If you plan to pay anyone to bring in Florida investors, read paying capital raisers and ask counsel first.
The property. If the building itself is in Florida, Florida's real estate, property tax and insurance rules matter for underwriting, but not for the securities filing. See property tax reassessment.
A checklist for a sponsor with Florida investors
- File the federal Form D within 15 days of the first sale. See Form D filing.
- Skip the Florida EFD notice: there is none to file.
- Decide with counsel whether your PPM keeps a Florida 3-day notice, and if so, track the 3 days from each Florida investor's first payment.
- Keep every claim accurate: Florida's antifraud law applies.
- Pay no one to sell to Florida investors without checking Florida's registration rules.
- File notices in the other states where your investors live.
How DoorRaise fits in
DoorRaise is a technology platform, not a law firm, broker-dealer, investment adviser or funding portal. For each deal it files the federal Form D and the state notices the investors' states require, and it knows Florida needs none. By default a deal registers in the property's state, and an investor from another state can still join. Wires go to escrow at Enterprise Bank & Trust. See filings, escrow and pricing.
FAQ
Does Florida require a Form D notice filing for Rule 506?
No. Florida asks for no notice filing and no fee for a Rule 506 offering. NASAA's fee matrix marks Florida as requiring no Form D filing.
Do I still file a federal Form D if all my investors are in Florida?
Yes. The federal Form D is due within 15 days after the first sale, wherever your investors live.
What is the Florida 3-day right of rescission?
A condition of Florida's own private placement exemption, section 517.061(10): a sale under that exemption is voidable by the buyer within 3 days after the first payment. Many PPMs include a Florida notice about it.
Does Florida's antifraud law apply to a Rule 506 offering?
Yes. Section 517.301 reaches securities sales in Florida whether or not they need registration.
Can I pay a Florida finder to bring in investors?
Section 517.12 requires dealers and associated persons who sell to people in Florida to register. Talk to your own securities attorney before paying anyone to sell.
Sources
- Florida Statutes 517.07: Registration of securities
- Florida Statutes 517.061: Exempt transactions
- Florida Statutes 517.12: Registration of dealers and associated persons
- NASAA: Form D fee matrix (PDF)
- 15 U.S.C. 77r: Exemption from State regulation of covered securities (Cornell LII)
This post is general information, not legal advice. State rules change. Talk to your own securities attorney about Florida and every other state where you sell. Information is as of November 2026. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.