SEC Filing Requirements for Private Offerings

When conducting a private securities offering under Regulation D, understanding your SEC filing requirements is crucial for maintaining compliance and avoiding potential penalties. This guide covers everything you need to know about Form D filings.

What is Form D?

Form D is a notice filed with the SEC by companies claiming an exemption from registration under Regulation D. It's not a registration statement, but rather a notice that informs the SEC about your offering.

Important Distinction

Filing Form D does not mean the SEC has approved your offering or reviewed your disclosure documents. It's simply a notification requirement.

When to File

Initial Filing

You must file Form D electronically through EDGAR within 15 calendar days after the first sale of securities in the offering.

Amendments

File an amendment to Form D:

Annually: If the offering is ongoing, file an annual amendment within 30 days of the anniversary date
Changes: When material information changes (company name, offering amount, etc.)
Closing: To indicate the offering has concluded

Required Information

Form D requires the following information:

Related Persons

Executive officers and directors
Promoters (if applicable)
Contact person for the offering

Offering Details

Type of securities offered
Minimum investment amount
Total offering amount
Amount already sold
Number of investors (accredited vs. non-accredited)

Exemption(s) Claimed

Which Regulation D rule applies (504, 506(b), or 506(c))
Whether you used general solicitation

Accuracy Matters

Provide accurate information on Form D. Inaccurate filings can lead to SEC enforcement actions and may jeopardize your exemption.

How to File

EDGAR Registration

Before you can file Form D, you need:

EDGAR Filer ID: Apply through the SEC's EDGAR system
CIK Number: Central Index Key assigned by SEC
EDGAR Access Codes: For authentication

Filing Process

Log in to EDGAR
Select "Form D" from the filing options
Complete all required fields
Review for accuracy
Submit electronically
Receive filing confirmation

Common Filing Errors

Avoid these frequent mistakes:

Late filing: Results in potential disqualification
Wrong exemption: Results in fines and disqualification
Incomplete info: Resultings in SEC rejection
Missing amendments: Non-compliance resulting in fees

State Blue Sky Filings

In addition to federal Form D, most states require notice filings:

Typical State Requirements

File within 15 days of first sale to state residents
Pay applicable filing fees (vary by state)
Provide copy of federal Form D
Additional state-specific forms may be required

Pro Tip

Some states have de minimis exemptions. If you have only 1-5 investors in a state, you may be exempt from that state's filing requirements. Check each state's rules carefully.

Consequences of Non-Compliance

Failing to file properly can result in:

Loss of exemption: Your offering may no longer qualify for Regulation D
SEC enforcement: Potential fines and sanctions
State penalties: Additional fines from state securities regulators
Rescission rights: Investors may have the right to get their money back
Future fundraising difficulties: May affect your ability to raise capital later

Best Practices

File early: Don't wait until day 15
Keep records: Document your first sale date carefully
Use legal counsel: For first-time issuers especially
Track deadlines: Use a compliance calendar
Plan for states: Budget for state filing fees
Regular reviews: Audit your filing status periodically

Use our Fundraise Cost Calculator to estimate your state filing fees and total compliance costs.