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. AngelList collects these fees and applies them toward 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. Canadian filing fees are similar, varying province-by-province.
For Venture Funds and Rolling Funds, we calculate the fee for each LP in the fund based on where their investing entity LP 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 Rolling Funds at $5K for each quarterly fund. For Syndicates, AngelList charges a flat $2K regulatory fee. If the SPV meets the minimum deal size of $80k, combined setup and regulatory fees are capped at 10% of the SPV size. The actual blue sky regulatory fees may be more or less depending on the mix of LPs in a given Syndicate and in certain cases, AngelList may recognize a profit.
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.