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. 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: If SPV setup and regulatory fees exceed 10% of the SPV’s size, AngelList will cover the excess cost
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: 01/24/2023