Raising capital through a private placement under Regulation D? You still have to tell the SEC. Form D is the short notice that does it, due within 15 days of your first sale. We prepare and file it on EDGAR so you stay exempt and on the record.
A Form D isn't a registration; it's a notice to the SEC that your company sold securities in an offering that is exempt from registration under Regulation D of the Securities Act of 1933. The company doing the raise (the issuer) is the one that files it.
Send us the offering details (we provide a simple template), and we prepare the filing, send you a proof to approve, and submit it to EDGAR under your power of attorney. New to EDGAR? We also get you set up with access; see our Form ID & EDGAR access guide.
There is no SEC fee to file a Form D; our fee covers the preparation and submission.
When a company sells securities, the default rule is that the offering must be registered with the SEC. Regulation D provides safe-harbor exemptions from that requirement for private and limited offerings. To use an exemption, the issuer files a Form D notice.
Form D is deliberately brief: it discloses basic facts about the company and the offering: the names and addresses of the company's executive officers, directors, and promoters, the exemption claimed, the size of the offering, and the type of securities, but little else about the business. Once filed, it is public on EDGAR.
Up to $10 million in any 12-month period. Can be sold to both accredited and non-accredited investors. General solicitation is restricted except in limited circumstances.
No dollar cap. No general solicitation or advertising. Unlimited accredited investors plus up to 35 non-accredited, but each must be financially sophisticated, and they must receive specified disclosure.
No dollar cap. General solicitation and advertising is allowed, but all purchasers must be accredited, and the issuer must take reasonable steps to verify accredited status (a checkbox isn't enough).
A Form D must be filed within 15 calendar days after the first sale of securities in the offering. The "date of first sale" is when the first investor becomes irrevocably committed to invest.
Form D is filed electronically on EDGAR. First-time filers need EDGAR access: a CIK and CIK Confirmation Code (CCC), obtained by submitting a Form ID. Since September 15, 2025, filers must also be enrolled in the SEC's EDGAR Next system.
There is no SEC fee to file a Form D or to open an EDGAR account.
Beyond the federal Form D, most states require a separate notice filing (often through the NASAA Electronic Filing Depository) plus a state fee where you offer or sell. Rule 506 offerings are federally "covered securities," so states are limited to a notice filing and fee.
Rule 506 offerings are also subject to the "bad actor" disqualification rules; issuers must check that no covered person has a disqualifying event.
We can provide a fill-in template that captures everything the Form D needs. Complete it, send it back, and we handle the EDGAR submission on your behalf, with a proof for you to approve first.
Rules and SEC systems change; we track these sources so your filings stay current.