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 |
Maryland |
$100 |
Massachusetts |
If the SPV has 10+ Massachusetts LPs and the aggregate offer price is less than $500k, the filing fee is $150 |
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. |
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