Form QUALIF Filings

What Is SEC Form QUALIF?

SEC Form QUALIF is a filing that indicates the SEC has qualified a Regulation A offering. It is associated with offering statements filed on Form 1-A and serves as the notice that the offering statement has been declared qualified for purposes of conducting a Regulation A offering, consistent with the SEC’s Regulation A guidance for issuers.  This filing is similar to the EFFECT filings that the SEC does for S-1 registrations.

This form type is typically associated with issuers conducting Tier 1 or Tier 2 Regulation A offerings. When a qualification notice is issued, it indicates that the offering statement has reached a status that permits sales to begin, subject to the conditions and limitations of Regulation A and any applicable state law requirements.

Form QUALIF provides a clear regulatory marker in EDGAR indicating that a specific Regulation A offering statement has been qualified. While it indicates the SEC has issued a notice of qualification, it does not replace the underlying offering statement materials and does not by itself describe the full terms of the offering, which remain contained in the associated Form 1-A and its exhibits.

Key elements typically found in SEC Form QUALIF include:

• Name of the issuer and identifying filer information
• Reference to the related Regulation A offering statement (Form 1-A)
• File number or accession linkage to the related offering statement
• Qualification date reflected in EDGAR for the qualified offering statement
• Tier designation and offering context as reflected in the associated submission
• Confirmation that a notice of qualification has been issued for the offering statement

SEC Form QUALIF Filing Deadlines

SEC Form QUALIF does not have a fixed periodic deadline because it is event-driven and tied to the SEC’s action on a Regulation A offering statement. Timelines depend on the filing, review, and qualification process for the related offering statement.

Key Things to Know About Form QUALIF Filing Rules

• Qualification Is Required Before Sales: Issuers generally may begin selling securities in a Regulation A offering only after the offering statement has been qualified and a notice of qualification is issued.
• Form QUALIF Reflects SEC Action: Form QUALIF is a form-type marker indicating that qualification has been issued; the offering terms and disclosures remain in the associated Form 1-A materials.
• Amendments May Be Required: If the SEC provides comments or the issuer updates offering details, amendments or supplements may be required before or after qualification, depending on the circumstances.
• Ongoing Reporting May Apply: Depending on the tier and offering structure, issuers may have continuing obligations under Regulation A, including ongoing reports after qualification.
• Used in Regulation A Offerings: Form QUALIF is used in connection with Regulation A offering statements and functions as the EDGAR indicator that qualification has been granted for the related submission.

To track Regulation A offering qualifications and other filings, view our recent SEC filing list, which helps you monitor Form QUALIF filings