Form D Filing

What Is Form D Filing? A Legal Guide for Private Offerings Under Regulation D

If you’re raising capital through a private placement under Regulation D of the Securities Act of 1933, you’ll need to understand the importance of Form D filing. Form D is a critical compliance step for private companies, investment funds, and real estate sponsors that want to raise capital legally without registering with the SEC.

For attorneys, entrepreneurs, fund managers, and business owners, a properly filed Form D helps establish regulatory compliance, reduce legal exposure, and maintain investor confidence. This guide breaks down everything you need to know.

What Is Form D?

Form D is a short notice filing that must be submitted to the U.S. Securities and Exchange Commission (SEC) when an issuer sells securities in reliance on Regulation D, specifically under Rule 504, Rule 506(b), or Rule 506(c). It is not an approval or registration process—but a mandatory notice of exempt offerings.

• Filing Form D notifies the SEC of:
• The nature of the securities being sold
• The amount raised
• The exemption being claimed
• Basic issuer and executive information
• Investor type and location

When Is Form D Required?

You must file Form D within 15 calendar days after the first sale of securities in the offering. The “first sale” is typically defined as when the investor signs the subscription agreement and delivers funds or a binding commitment to invest.

Failure to file Form D doesn’t automatically revoke the exemption but can:

• Trigger regulatory inquiries
• Delay or disrupt fundraising
• Prevent compliance with state blue sky laws
• Hurt issuer reputation with investors and legal counsel

Rule 504 vs. Rule 506(b) vs. Rule 506(c)

Each exemption under Reg D requires Form D filing but applies differently:

• Rule 504: Small offerings (up to $10 million); some state-level registration may still apply.
• Rule 506(b): No general solicitation; allows up to 35 non-accredited but sophisticated investors.
• Rule 506(c): General solicitation allowed; all investors must be accredited and verified.

In all cases, Form D must be filed electronically using the SEC’s EDGAR system.

What’s Included in Form D?

Key data required in Form D includes:

• Issuer’s legal name, address, and industry group
• Principal place of business
• Names and titles of executive officers and directors
• Total offering amount and amounts sold
• Type of investors (accredited vs. non-accredited)
• Sales commissions or finders’ fees
• Exemption relied upon (Rule 504, 506(b), or 506(c))

Issuers must also disclose the number of investors and the states in which securities are sold—triggering the need for state-level “blue sky” notice filings, usually coordinated through the NASAA Electronic Filing Depository (EFD) system.

Form D Amendments and Updates

You may need to amend Form D if:

• The issuer changes its information (e.g., executive team)
• The offering size increases
• The offering remains open longer than a year

Annual amendments are not mandatory unless there are material changes, but many legal teams recommend it for ongoing transparency and good governance.

How to File Form D

1. Register for SEC EDGAR Access (for first-time filers)

2. Prepare the Form D electronically via the EDGAR Online Forms Management website

3. Submit the form via EDGAR

4. File applicable state blue sky notices (either directly or via NASAA’s EFD)

Many issuers work with legal counsel or fund formation consultants to prepare and file Form D correctly and on time.

Why Form D Compliance Matters

For legal and financial professionals, Form D filing is more than a regulatory formality—it’s a key part of investor confidence and compliance:

• Demonstrates adherence to U.S. securities law
• Prevents future complications with regulators or investors
• Avoids civil penalties or cease-and-desist orders from state authorities
• Supports future fundraising rounds by showing proper legal process

Missing or incorrect filings can derail an otherwise successful capital raise.

Final Thoughts

Filing Form D is a required step for companies and funds raising capital under Regulation D exemptions. Whether you’re managing your own raise or advising a client, ensuring timely and accurate Form D filing helps mitigate risk and supports a strong legal foundation for growth.

Need help drafting your PPM, Subscription Agreement, or Form D filing? Our team provides attorney-level templates and filing support to keep your offering compliant and investor-ready.