Reg D Intelligence — U.S. TERRITORIES

The U.S. territories occupy a structurally distinctive position in the Reg D landscape. Unlike the eighteen U.S. state and District of Columbia editions in this publication’s series—each of which has a substantively developed securities regulator with sufficient practitioner population to justify a dedicated edition—the four U.S. territories present a more varied institutional picture. Puerto Rico operates a substantively developed Office of the Commissioner of Financial Institutions (OCIF) administering the Puerto Rico Uniform Securities Act under a framework that handles meaningful Reg D notice filing volume, particularly tax-driven offerings under Act 60-2019 incentives. The U.S. Virgin Islands operates a Division of Banking, Insurance, and Financial Regulation under the Office of the Lieutenant Governor, with the Lieutenant Governor serving ex officio as Administrator of the Virgin Islands Uniform Securities Act—a consolidated office structure without parallel in any U.S. state framework. Guam administers securities regulation through the Insurance, Securities, Banking and Real Estate Branch of the Department of Revenue and Taxation, a more consolidated structure reflecting Guam’s smaller institutional scale. American Samoa is the structural outlier: the territory does not operate a NASAA-member securities regulator, and the substantive securities legal framework is materially less developed than in the other three territories.