Let me say up front that I am not licensed to practice law in New York. I have been involved in deals where securities were sold into the state, so I have had to deal with Form 99, but it's not a day-to-day occurrence for me. With that said, my understanding is that a New York regulator will tell you that, yes, you absolutely have to file Form 99. But the New York City Bar disagrees. To the best of my knowledge, the questions has never been challenged to resolution. In most cases like this, it's easier to hold your nose and comply that it is to fight back. That said, my personal opinion is that Form 99 is not required. Issuing stock to a founder is a private offering to an accredited investor within the Regulation D safe harbor if the founder is a director, executive officer, or general partner of the issuer. Most founders are one or more of those things. The National Securities Markets Improvement Act of 1996 established the federal-level filing requirements for Regulation D offerings, and provided that each state into which securities are sold can require that the issuer prthe same information that is required at the federal level, plus pay a filing fee. The federal-level requirement is satisfied by filing Form D with the SEC. Most states require you to file Form D and pay a fee of a few hundred dollars before or immediately after you sell securities into the state. New York is an exception in that it requires Form D as well as Form 99, and Form 99 demands substantially more information than is required on Form D. Since NSMIA preempted the state's authority to demand additional information, New York probably has no authority to require Form 99. It is unlikely that the Form 99 mandate would survive a legal challenge.