To complete and submit Form U-2, download NASAA’s current fillable PDF, enter the applicant’s full legal name and jurisdiction of incorporation, check every state where you are selling securities or registering, have a principal officer sign it, attach a Form U-2A corporate resolution if you are a corporation, and file it through the appropriate electronic depository or by mail with the state’s registration fee. The form appoints a designated state official as your agent to receive lawsuits and regulatory notices in securities matters, and the appointment is permanent.
Confirm You Actually Need to File It
Form U-2 is filed by issuers, investment advisers, and broker-dealers registering or making notice filings in a state. Most issuers running a Rule 506 offering under Regulation D file it alongside Form D in every state where they sell. Investment advisers and broker-dealers file it as part of a new state registration.1North American Securities Administrators Association. Uniform Securities Act – Section 611 Service of Process
Individual registered representatives and investment adviser representatives usually do not need a standalone Form U-2. Their consent is built into Section 15A of Form U4, which they submit through the FINRA Gateway.2State of Connecticut Department of Banking. Form U4 Instructions And once you have already filed a compliant consent with a particular state, you do not need to file another one for future registrations in that same state.
Complete the Form
Use the revised 2017 version of the form, adopted by NASAA and now the standard template accepted across jurisdictions.3North American Securities Administrators Association. Form U-2 Uniform Consent to Service of Process It is short, but each field has to be right.
Enter the applicant’s full legal name exactly as it appears in your state-of-incorporation filings. A mismatch between the name on Form U-2 and your corporate records is a common cause of rejection. Below the name, enter your jurisdiction of incorporation or organization and your principal business address. Use an address where you will reliably receive mail — this is where a plaintiff or regulator will send copies of anything served on the state official.
Check the Right Jurisdictions
The middle of the form lists every U.S. state and territory alongside the title of the official you are appointing as your agent. Place a checkmark next to each jurisdiction where you are selling securities or seeking registration.3North American Securities Administrators Association. Form U-2 Uniform Consent to Service of Process
The designated officials are pre-assigned and vary by state. Alabama and Illinois designate the Secretary of State. Arkansas and Texas designate the Securities Commissioner. Connecticut designates the Banking Commissioner. You do not choose who to appoint; the form does that for each jurisdiction you check.
One exception matters: Pennsylvania appears on the form but does not require a consent to service of process. If Pennsylvania is your only target state, you can skip Form U-2 entirely.
Sign It
The form must be signed by the issuer’s principal executive officer or principal financial officer. For electronic filings, typing the officer’s name in the signature field carries the same legal weight as a handwritten signature. Even so, the instructions require you to manually sign a paper copy of the form at or before the time of electronic filing and to keep that signed original for five years. The state administrator can ask for it at any time.3North American Securities Administrators Association. Form U-2 Uniform Consent to Service of Process
The 2017 revision eliminated the notarization requirement that appeared in earlier versions.4North American Securities Administrators Association. Multistate Form U-1 and Revised Form U-2 Request for Public Comment Some states still circulate older versions with a notary block; South Dakota’s version is one example. If a state provides its own template, check whether it still calls for notarization. On the current NASAA form, it does not.
Attach Form U-2A If You Are a Corporation
Corporate filers must accompany Form U-2 with Form U-2A, the Uniform Corporate Resolution. This one-page document shows that the board formally authorized the consent to service of process. Without it, the officer signing the U-2 has no documented authority to bind the corporation.5Virginia State Corporation Commission. Form U-2A Uniform Corporate Resolution
The pre-printed resolution authorizes the president or any vice president, together with the secretary or any assistant secretary, to take the steps needed to qualify or register the company’s securities for sale in the states. That includes executing applications, reports, surety bonds, and consents to service of process. The corporate secretary certifies the resolution and confirms it remains in effect. Fill in the date the board adopted it. A U-2A without a resolution date is incomplete.
Submit It Through the Right Channel
How you file depends on what the consent is attached to.
- For Regulation D notice filings, use the NASAA Electronic Filing Depository, which lets you submit notice filings, fees, and forms to multiple states at once. Upload Form U-2 with the Form D and any state-specific forms.6Electronic Filing Depository. Home – Electronic Filing Depository
- For investment adviser state registrations, file through the Investment Adviser Registration Depository (IARD).
- For broker-dealer state registrations, file through the Central Registration Depository (CRD). Individual representatives file Form U4 through the FINRA Gateway, which contains its own built-in consent.
When electronic filing is unavailable, or when a state requires a hard copy, mail the signed form to the state securities division with a check for the correct fee. Include the Form U-2A if you are filing as a corporation. Keep copies of everything you send, and hold the manually signed original for at least five years no matter which route you use.
What It Costs
There is no separate charge for Form U-2. The cost is bundled into the state’s notice filing or registration fee. Fees for Rule 506 notice filings vary widely: New York and Nevada charge nothing, most states charge a flat $100 to $500, and some scale the fee to offering size. California charges $300 for offerings under $1 million and $600 for larger amounts. An issuer filing across all 50 states and territories can expect total fees in the range of $5,000 to $15,000.
What You Are Agreeing To
The consent is permanent. The form’s language irrevocably appoints the designated state official and that official’s successors.3North American Securities Administrators Association. Form U-2 Uniform Consent to Service of Process There is no expiration, no renewal, and no procedure for revoking it. Even if you stop doing business in a state, the consent remains effective for any action tied to securities you previously sold there or any violation of that state’s securities laws.
Because the state official will forward served papers to the address on your form, keep that address current. If you move and the state’s records still show your old address, you can miss notice of a lawsuit or enforcement action. A judgment entered while you were unaware is far harder to unwind than a routine address update would have been.