Filing Form D is a critical step for many companies raising capital under Regulation D of the Securities Act of 1933. While Regulation D private offerings allow businesses to raise money without registering their securities with the SEC, Form D acts as a required notice of the exempt offering and must be filed electronically through the SEC’s EDGAR system.
This article explains who is required to file Form D, when it must be filed, and what it includes.
What Is Form D?
Form D is a brief notice filed with the SEC to claim an exemption from full registration under Regulation D. It includes basic information about the issuer, the type and amount of securities offered, and the identity of certain individuals involved in the offering.
Importantly, Form D is not an application for exemption approval—it is a notification that the issuer is relying on one of the exemptions under Regulation D.
What Entities Are Required to File Form D?
The following parties are required to file Form D with the SEC:
Companies Offering Securities Under Rule 504
- Can raise up to $10 million in a 12-month period.
- No federal preemption: issuers must also comply with state-level Blue Sky registration or exemption requirements.
- Form D is required to notify the SEC of the exempt offering.
Companies Offering Securities Under Rule 506(b)
- Can raise an unlimited amount of capital.
- Can sell to an unlimited number of accredited investors and up to 35 non-accredited (but sophisticated) investors.
- Offers are not publicly advertised.
- Federal preemption applies, but Form D is still required as a notification filing.
Companies Offering Securities Under Rule 506(c)
- Allows general solicitation and advertising of the offering.
- All investors must be accredited and verified.
- No limit on the amount of capital raised.
- Like 506(b), Form D is required and federal preemption applies, though state notice filings are still mandatory in most jurisdictions.
Any Domestic or Foreign Private Issuer Using a Reg D Exemption
- Whether a U.S. company or a foreign issuer, if they are offering securities under Reg D to U.S. investors, Form D must be filed with the SEC.
Investment Funds and Private Equity Firms
- Hedge funds, venture capital funds, and private equity firms frequently rely on Rule 506 exemptions and are required to file Form D when raising capital from investors.
Startups and Early-Stage Companies
- Most early-stage companies raising capital through friends, family, angel investors, or venture capital under Reg D are legally obligated to file Form D with the SEC to remain in compliance.
When Must Form D Be Filed?
Form D must be filed within 15 calendar days after the first sale of securities in the offering.
- A “sale” occurs when an investor is legally obligated to invest, not necessarily when funds are received.
- If the 15th day falls on a weekend or federal holiday, the deadline is extended to the next business day.
Failure to file on time can result in regulatory action, fines, and disqualification from future exempt offerings.
What Happens If You Don’t File Form D?
- Loss of exemption: Issuers that fail to file Form D may lose their Reg D exemption and be forced to register the offering or return investor funds.
- State enforcement: Many states also require notice filings that depend on timely SEC Form D submission.
- Reputational risk: Noncompliance can harm investor confidence and damage relationships with future backers or partners.
- Future fundraising limitations: Issuers may be barred from relying on Regulation D for future offerings.
What’s Included in Form D?
- Basic company information (name, address, jurisdiction)
- Offering size and amount already sold
- Type of security being offered
- Minimum investment accepted
- Use of proceeds
- Details about executive officers, promoters, and related parties
- Exemption rule being relied upon (504, 506(b), or 506(c))
Note: Form D does not require financial statements or detailed disclosures, making it far less burdensome than a full registration filing.
Best Practices
- Track offering dates and file Form D before the 15-day deadline
- Coordinate state Blue Sky notice filings alongside your federal Form D
- Work with a compliance professional to ensure accuracy and timely filing
- Amend Form D if material information changes (e.g., increase in offering size)
Conclusion
Any company raising capital under Regulation D Rules 504, 506(b), or 506(c) must file Form D with the SEC. Filing is mandatory, not optional—even if you’re a private company, foreign issuer, or raising from accredited investors only.
Need Help?
Blue Sky Comply offers turnkey support for Form D preparation, SEC submission, and state-level Blue Sky filings to help you stay compliant and focused on raising capital.
