Definition
Blue Sky Filing
State-level notice filings required in each state where an SPV's investors reside.
Blue sky filings are the state securities notices an issuer must make alongside a federal Reg D offering, in each state where an investor is resident. Federal law preempts state registration for covered securities sold under Rule 506, but states retain the right to require a notice filing and a fee, so the obligation is administrative rather than substantive, and the fees are modest per state but multiply across a geographically dispersed LP base. Deadlines and fee schedules differ by state, and some require the filing before rather than after a sale. For sponsors, the practical consequence is that admitting one LP from a new state adds a filing, which is why fund administrators typically handle blue sky as a standing service rather than deal by deal.
