Filing a Regulation A Tier 2 (Reg A+) offering comes with the perk of federal preemption, but it doesn’t exempt issuers from state-level notice filings, which often vary in complexity, cost, and review procedures. Some states make the process especially time-consuming or costly.
Most Challenging States for Reg A Tier 2 Blue Sky Filings
Below is a guide to the most difficult states to file in for Reg A Tier 2 Blue Sky filings based on filing fees, timing requirements, and known bureaucratic burdens.
1. New York (NY)
- Filing Deadline: Prior to first sale and acceptance by the state
- Filing Fee: $300 for offerings under $500,000; $1,200 for offerings over $500,000. Real estate offerings can be as high as $2,135.
- Late Fee: $30 and potential additional fines
- Notes: Requires paper submission and formal acceptance; high scrutiny
2. Texas (TX)
- Filing Deadline: Prior to first sale and acceptance
- Filing Fee: $70 + 0.1% of the offering amount (no max)
- Notes: No maximum cap makes large offerings extremely expensive
3. Alabama (AL)
- Filing Deadline: Prior to first sale
- Filing Fee: $40 + 0.1% of offering (min $100, max $1,500)
- Notes: Paper-based processes and limited automation slow down processing
4. New Jersey (NJ)
- Filing Deadline: N/A
- Filing Fee: N/A
- Notes: Known for requesting frequent supplemental documentation despite not publishing standard fees
5. Washington (WA)
- Filing Deadline: 21 days prior to first sale
- Filing Fee: $100 for the first $100,000, then 0.025% of excess
- Notes: Detailed reviews and slow response times
6. Indiana (IN)
- Filing Deadline: 21 days prior to first sale
- Filing Fee: None
- Notes: Free to file but requires strict advance notice and physical filings
7. California (CA)
- Filing Deadline: Prior to first sale
- Filing Fee: $600
- Notes: Aggressively monitors issuer compensation and finder activity
8. Massachusetts (MA)
- Filing Deadline: 2 business days prior to first sale
- Filing Fee: 1/20th of 1% of offering (min $300, max $1,500)
- Notes: Tight timeline; high regulatory scrutiny
9. New Hampshire (NH)
- Filing Deadline: Upon approval by the state
- Filing Fee: $200 exam fee + 0.2% of offering (max $1,050)
- Late Fee: 0.1% (max $525)
- Notes: Must receive explicit state approval before sales begin
10. Puerto Rico (PR)
- Filing Deadline: 21 days prior to first sale
- Filing Fee: $350 – $1,500 based on offering size
- Notes: Expensive and known for vague communication and process delays
11. Rhode Island (RI)
- Filing Deadline: Prior to first sale
- Filing Fee: 0.1% of offering (min $300, max $1,000)
- Notes: Costs disproportionate to investor volume and jurisdiction size
12. South Carolina (SC)
- Filing Deadline: 21 days prior to first sale
- Filing Fee: $500
- Notes: Among the highest flat fees for Reg A Tier 2
13. Virginia (VA)
- Filing Deadline: 21 days prior to first sale
- Filing Fee: $500
- Notes: Flat fee with annual renewal costs; extensive documentation
14. Illinois (IL)
- Filing Deadline: Not specified
- Filing Fee: 1/20th of 1% of the offering (min $500, max $2,500)
- Notes: Among the most expensive variable-rate states
15. Mississippi (MS)
- Filing Deadline: Within 15 days of the first sale
- Filing Fee: $300 + 1% of sold amount (max $5,000)
- Notes: Post-sale percentage adds hidden costs; highest potential total
Most Expensive States for Reg A+ Tier 2 Compliance
Below is a list of the highest state fees if the offering amount were $75,000,000 per the Regulation A Tier 2 max offering limit:
| State | Max Fee or High Estimate | Known for… |
| Texas (TX) | $75,070 | No maximum cap; calculated as $70 + 0.1% of full raise |
| Washington (WA) | $18,825 | 0.025% on excess of $100,000; very high for large raises |
| Mississippi (MS) | $5,000 | 1% of the amount sold; the highest post-sale percentage fee cap |
| Illinois (IL) | $2,500 | Highest cap on variable-rate fees |
| New York (NY) | $2,135 | Real estate fees + state acceptance delays |
| Puerto Rico (PR) | $1,500 | Top tier filing range; known for process delays |
| Massachusetts (MA) | $1,500 | Flat % fee with a $1.5M cap; fast turnaround needed |
| Alabama (AL) | $1,500 | Manual process; 0.1% with $1,500 cap |
| New Hampshire (NH) | $1,250 | 0.2% exam fee (capped) + $200 base |
| Louisiana (LA) | $1,250 | Percentage-based with cap; also requires manual steps |
Conclusion
Issuers under Reg A Tier 2 should not assume Blue Sky compliance is “easy” just because of federal preemption. Some states still make the process costly or cumbersome through review times, expensive filing fees, or complex approval rules. Understanding where the hurdles lie can help you avoid delays—and potentially save thousands in fees and administrative effort.
