Frequently Asked Questions for Industry

N.J.S.A. 49:3-50(a) provides securities exemptions, and N.J.S.A. 49:3-50(b) provides provides transactional exemptions which include:

Private Placement Exemption
N.J.S.A. 49:3-50(b)(12) provides an exemption for private placements and generally corresponds to, among others, SEC Regulation D Rule 504. For further information, please consult the Private Placement Report Form, NJBOS Form 1.

Offers to No More Than Ten Purchasers
N.J.S.A. 49:3-50(b)(9) provides an exemption for sales to no more than ten New Jersey residents in any twelve-month period, provided that the investors purchase for investment, no commission is paid directly or indirectly for soliciting buyers in New Jersey, and the securities are not offered or sold by general solicitation or general advertisement. This is a self-executing exemption: no fees, forms, or other documents need be filed with the Bureau.

Model Accredited Investor Exemption
The New Jersey Model Accredited Investor Exemption provided by Bureau Chief's Order, dated March 23, 1998 and N.J.S.A. 49:3-50(b)(13), permits offers and sales to accredited investors pursuant to a public solicitation. The issuer should, within fifteen days of the first sale in New Jersey, file Form MAIE, Form U-2, a copy of the general announcement, and include a $250 check payable to New Jersey Bureau of Securities.

A notice filing must be made within fifteen (15) days of the first sale in New Jersey.  All Rule 506 notice filings must be filed via Electronic Filing Depository (EFD)  www.efdnasaa.org. For more information, please review the December 12, 2014 Bureau Chief Order regarding Electronic Rule 506 Form D Filings.

N.J.S.A. 49:3-60.1(b) provides that filing requirements for Rule 506 filings includes a:

• Complete Form D; and


• A Consent to Service of Process (Form U-2 & Form U-2A) naming the Bureau Chief as the designated officer; and


• The fee required to be paid.

Please note that the Form U-2 and Form U-2A language is incorporated in an EFD filing. The Bureau does not need a physical filing of these forms.

Parties which are unable to file using the EFD system, should email the Bureau at njbos@dca.lps.state.nj.us.

Any amendments filed with the SEC should be filed concurrently with the Bureau using the EFD system.  Parties which do not use the EFD system should email the Bureau at​ njbos@dca.lps.state.nj.us  for information regarding amendment filings.  The Bureau does not require an additional U-2 filing or an additional fee for amendments.

A private placement filing must be made within fifteen (15) days of the first sale in New Jersey.  N.J.S.A. 49:3-50(b)(12) provides that the filing requirements include:

• Completed Form D (a copy of the new SEC Form D with electronic signature is permissible);


• Manually signed and notarized Consent to Service of Process (Form U-2 & Form U-2A) naming the Bureau Chief as the designated officer;


• Filing fee of $750 paid by check made payable to the Bureau; and


• Completed Private Placement Report Form, NJBOS Form 1.

No.  However, supplemental reports should be filed promptly whenever there are material changes to the information contained in the initial filing.  Supplemental reports do not require an additional U-2 filing or an additional fee.  Final sales reports are required at the closing of the offering if the information in the final report would be materially different from the last prior filing.

Currently, there is no notice filing requirement.

Yes, see Notice of Administrative Action, Notice of Statutory Construction, Rule 506 Notice Filings and Regulation A Tier 2 Offerings, N.J.S.A. 49:3-60.1(b) and (c) for information on whether individuals offering and/or selling Regulation A Tier 2 offerings need to be registered with the Bureau.

• To claim the Intrastate Offering (Crowdfunding) Exemption, issuers must file the New Jersey Intrastate Offering (Crowdfunding) Form.


• An Internet site operator must file the Internet Site Operator Registration Form.

More information about the New Jersey Intrastate Offering (Crowdfunding) Exemption can be found here.

Instructions for applying to be an investment adviser are available here.

Instructions for applying to be an investment adviser representative are available here.

Yes. There is a de minimis exemption available if the investment adviser firm has five or fewer clients in New Jersey during any consecutive 12 month period. N.J.S.A. 49:3-56(g).

For representatives working for state registered firms:

• Any investment adviser representative with a place of business in New Jersey must register with the Bureau.


• Any investment adviser representative located outside of New Jersey, but doing business in New Jersey must register with the Bureau.

Yes. Investment adviser and investment adviser representative registrations and notice filings are effective for one calendar year (or less) and expire on December 31 of each year. Registrations and notice filings must be renewed annually for the investment adviser and investment adviser representative to remain current.

The renewal fee is $550 for investment advisers and $210 for investment adviser representatives. The renewal fee must be paid through the IARD. No additional paperwork is involved.

No. Investment advisers registered with the Bureau generally are not required to obtain audited financial statements. However, investment advisers with custody of funds or in other limited instances may be required to submit audited financial statements for the account or entity for which they have custody.

Yes. The Bureau does not prohibit dual affiliation.

Yes. The Bureau does not prohibit dual registration.

The exclusions from the definition of broker-dealer can be found in N.J.S.A. 49:3-49(c).

The limited broker-dealer de minimis can be found in N.J.S.A. 49:3-56(b).

Yes. Broker-dealer and agent registrations are effective from the date of approval until December 31 of each year. Registrations must be renewed annually for the broker-dealer and agent to remain current. The renewal fee is $600 for broker-dealers and $190 for agents.  Renewal fees are coordinated through the CRD system and paid to the State by FINRA on behalf of the registered entity and their associated agents. No additional paperwork is involved.

No. Broker-dealers registered in the State of New Jersey do not have to file annual audited financial statements. They are only required at time of initial registration or at the Bureau's request.

Yes. The Bureau does not prohibit dual registration.

Any issuer that is effecting or attempting to effect purchases or sales of securities other than through a registered broker-dealer shall register someone as an agent, unless exempted or excluded from agent registration. Only a natural person can be registered as an agent.

For information about issuer agent registration, please consult the Issuer Agent Instructions, and Form 5(a) Agent of Issuer Examination Waiver Request.

Yes. If the officer of the issuer will be actively involved in soliciting investors and making offers and sales of securities, they must register as an agent, unless exempted or excluded from agent registration.  For information on waiver requests from the requisite exams see Examination Requirements.

Any fee not payable through CRD/IARD, or pre-arranged wire transfer, must be paid by check.  All checks must be made payable to the New Jersey Bureau of Securities.

The Bureau requires individuals who are applying for agent registration to pass the Series 7 (General Securities Representative) examination. Individuals acting in the capacity of an agent are required to take and pass the examinations required by FINRA for the type of activity the individual intends to perform prior to performing the corresponding activities. Individuals acting in a supervisory capacity are required to take and pass the appropriate supervisory examinations required by FINRA prior to performing the corresponding activities.

The Bureau requires individuals who are applying for registration as agent of the issuer to pass the Series 7 (General Securities Representative) examination.

The Bureau requires individuals who are applying for registration as an investment adviser representative to pass the Series 65 (Uniform Investment Adviser) or Series 66 (Uniform Combined State Law) examination. Note that the Series 7 is a co-requisite with the Series 66.

Please review the Bureau's Examination Requirements.

Series 65 and 66 examinations can be arranged through a brokerage firm or investment adviser, or can be arranged by sending a completed Form U-10 and the appropriate fee directly to FINRA Regulation. Series 7 examinations can be arranged only through a brokerage firm or investment adviser. The Bureau does not sponsor any person for any examination.

In the event that rescission of securities transactions must be offered to investors, see NJBOS Instruction 1 and NJBOS Instruction 2.