How Form D Works
Form D is a short electronic notice that an issuer files with the SEC through EDGAR after the first sale of securities in a Regulation D offering. It is due within 15 calendar days after the first investor is irrevocably committed to invest. It reports basic facts about the issuer, the offering and the people involved. Filing is not a condition of the exemption, but missing it can lead to state problems and an SEC bar on future use.
What it contains
- The issuer's name, entity type, state and year of formation
- Related persons: executive officers, directors and promoters
- The exemption claimed, such as Rule 506(b) or 506(c)
- The type of security and the total offering amount
- The amount sold so far and the number of investors, including how many are non-accredited
- Sales compensation recipients, if any
- Use of proceeds paid to executive officers, directors and promoters
Form D is a notice, not an approval. It is public on EDGAR.
The 15-day deadline
The filing is due within 15 calendar days after the date of first sale, which is the date the first investor is irrevocably contractually committed to invest. That can be earlier than the date money arrives. If the due date falls on a weekend or holiday, it moves to the next business day. Because the deadline starts at commitment, keep a log of when each subscription is accepted.
Getting access
To file, the issuer needs EDGAR access. The process starts with a Form ID, which includes identity verification and notarized documentation, and an approval from the SEC. EDGAR's access procedures changed in 2025, so check the current steps. Plan for this before the first sale, since it can take time, and a missed filing window is easy to cause.
Amendments
| When | What to do |
|---|---|
| Offering continues beyond one year | File an annual amendment |
| Material mistake in the filing | Amend as soon as practicable |
| Change in key information, such as offering amount or related persons | Amend |
| Offering ends | A final amendment can show total amounts sold |
Common mistakes
- Counting the 15 days from the date money arrives instead of from the commitment date.
- Forgetting state notice filings, which have their own deadlines and fees. See Texas notice filings.
- Checking the wrong exemption box, such as claiming 506(c) while not verifying.
- Not updating it after the offering changes.
See also 506(b) vs 506(c).
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Book Free ConsultationFrequently asked questions
Is Form D required to use Rule 506?
The filing is not a condition of the exemption, but a failure to file can lead to state issues and possible SEC action, so file on time.
Is Form D public?
Yes. It is available on the SEC's EDGAR system.
Does Form D list investor names?
No. It reports the number of investors, not their names.
Who signs Form D?
An authorized person for the issuer, which must be someone with authority to sign for it.