What are state regulatory fees?

Funds and SPVs on AngelList incur variable state and provincial regulatory fees.

  • State and provincial regulatory filings are required by securities regulators in the US and Canada. In the US, state regulatory fees are known as blue sky fees. 
  • State regulatory fees vary based on the geographic makeup of LPs in the SPV or fund. Based on historical AngelList data, the total median fee for SPVs is $1,200, but can range up to $6K (AngelList covers anything over $4K for SPVs). The total median fee for funds is $1,700, but can range up to $10,700.
  • These fees are not paid to AngelList. AngelList collects these fees and pays them to the security regulators to cover the cost of the required filings.
  • States and provinces may increase their regulatory fees year-to-year.

How are state regulatory fees determined?

Blue sky laws differ from state to state, so the fees will vary depending on the geographic makeup of LPs in the SPV or fund. We’ve included a breakdown of state-by-state blue sky filing costs at the bottom of this article. Canadian filing fees are similar, varying province-by-province.

We calculate the fee for each LP in the fund based on where their investing entity is located. This means the filing fees increase with each additional LP, and the cost for each LP will vary depending on the location of their investing entity.

To maintain predictable pricing, AngelList caps the cost of state regulatory fees for Syndicates and Rolling Funds:

  • Syndicates: $4k cap on each SPV. If total SPV fees (incl. setup fee) exceeds 10% of the SPV’s size, AngelList will cover the excess state regulatory fees.
  • Rolling Funds: $5k cap on each quarterly fund
  • Venture Funds: No cap

What are blue sky laws?

Blue sky laws are state-level regulations intended to protect investors against securities fraud by requiring certain securities issuers (e.g., funds) to register and disclose the specifics of the security offering. Most of our SPV and fund offerings qualify for blue sky law registration exemptions, but must make various state filings. To learn more about blue sky laws, read our Education Center article.

Regulatory filing fees by location

Unless stated otherwise, the filing fee is charged if any LP from that state or province invests in the fund.

State/Province Regulatory Filing Fees

Alabama

$300

Alaska

$600

Arizona 

No filing required

Arkansas

0.1% of the total aggregate offering price, capped at $2k with a minimum fee of $100.

California

$300

Colorado

No filing required

Connecticut

$150

Delaware

0.5% of the total aggregate offering price, capped at $1k with a minimum fee of $200.

Washington D.C.

No filing required

Florida

No filing required

Georgia

If the SPV has 10+ Georgia LPs, the total filing fee is $250. Otherwise, there’s no fee. 

Hawaii

$100

Idaho

If the SPV has 10+ Idaho LPs, the total filing fee is $50. Otherwise, there’s no fee. 

Illinois

No filing required

Indiana

No fee

Iowa

No filing required

Kansas

If the SPV has 10+ Kansas LPs, the total filing fee is $250. Otherwise, there’s no fee. 

Kentucky

$250

Louisiana

$300

Maine

If the SPV has 10+ Maine LPs and the aggregate offering price is less than $1M, the filing fee is $300


If the SPV has 10+ Maine LPs and the aggregate offering price is greater than $1M, the filing fee is $1k

If the SPV doesn’t meet any of the above criteria, there’s no filing fee.

Maryland

$100

Massachusetts

If the SPV has 10+ Massachusetts LPs and the aggregate offer price is less than $500k, the filing fee is $150

If the SPV has 10+ Massachusetts LPs and the aggregate offer price is between $500k - $2M, the filing fee is $250

If the SPV has 10+ Massachusetts LPs and the aggregate offering price is between $2M - $7.5M, the filing fee is $500

If the SPV has 10+ Massachusetts LPs and the aggregate offering price is greater than $7.5M, the filing fee is $750

If the SPV doesn’t meet any of the above criteria, there’s no filing fee.

Michigan

If the SPV has 10+ Michigan LPs, the total filing fee is $100. Otherwise, there’s no fee. 

Minnesota

0.1% of the total aggregate offering price, capped at $300 with a minimum of $100

Mississippi

No filing required

Missouri

If the SPV has 10+ Missouri LPs, the total filing fee is $100. Otherwise, there’s no fee

Montana

If the SPV has 10+ Montana LPs and the aggregate offering price is greater than $100k, the total filing fee is $200 for the first $100k, plus 0.1% of any excess over $100k. This fee is capped at $1k.

Nebraska

No filing required

Nevada

No filing required

New Hampshire

$500

New Jersey

If the SPV has 10+ New Jersey LPs, the total filing fee is $500. Otherwise, there’s no fee. 

New Mexico

$350

New York

If the total aggregate offering price is less than or equal to $500k, the filing fee is $300.

If the total aggregate offering price is greater than $500k, the filing fee is $1,200.

North Carolina

$350

North Dakota

$100

Ohio

$100

Oklahoma

$250

Oregon

No filing required

Pennsylvania

$525

Puerto Rico

0.2% of the total aggregate offering price, capped at $1,500 with a minimum of $350

Rhode Island

If the SPV has 10+ Rhode Island LPs, the total filing fee is $300. Otherwise, there’s no fee.

South Carolina

If the SPV has 10+ South Carolina LPs, the total filing fee is $300. Otherwise, there’s no fee.

South Dakota

If the SPV has 10+ South Dakota LPs, the total filing fee is $250. Otherwise, there’s no fee.

Tennessee

If the SPV is 506(c), there is a $500 filing fee. Otherwise, there’s no fee.

Texas

No filing required

Utah

No filing required

Vermont

If the SPV has 10+ Rhode Island LPs, the total filing fee is $600. Otherwise, there’s no fee.

Virginia

$250

Washington

No filing required

West Virginia

0.000625% of the total aggregate offering price, capped at $1,800 with a minimum of $60

Wisconsin

$200

Wyoming

$200

Alberta

341.25 CAD

British Columbia

200 CAD

Manitoba

No filing required

New Brunswick

603.75 CAD

Newfoundland and Labrador

No filing required

Northwest Territories

No filing required

Nova Scotia

266.33 CAD

Nunavut

No filing required

Ontario

500 CAD

Prince Edward Island

No filing required

Quebec

552.30 CAD

Saskatchewan

1155 CAD

Yukon

No filing required

 

Last updated: 7/14/22

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