top of page
Texture-Gradient-4.webp

Get In Touch

Whether you’re ready to talk or have specific questions, we’re here to help. Schedule a call, or fill out the form to send us an inquiry. We look forward to supporting your business growth.

Complete the form below to share your inquiry, and we’ll get back to you within 1–2 business days. Let us know how we can assist you!

How Can We Assist You?

Filing Form D: What Every Founder Needs to Know

  • Writer: Langston Tolbert
    Langston Tolbert
  • Jan 10
  • 4 min read

When raising capital for your startup, compliance with securities laws is crucial. One key filing that many founders encounter during a fundraising round is Form D. While the process of filing Form D may seem daunting, it is a necessary step to ensure compliance with federal and state securities regulations, particularly when raising funds under Regulation D exemptions.

Here’s what you need to know about Form D, why it matters, and how to navigate the filing process.

 

What Is Form D?

Form D is a brief notice that a company must file with the Securities and Exchange Commission (SEC) after selling securities in reliance on an exemption from registration, typically under Regulation D. Regulation D includes Rules 504, 506(b), and 506(c), which allow companies to raise capital without the burdensome requirements of a full public securities registration.

This filing provides information about the offering, such as:

  • The amount of securities sold.

  • The type of securities issued.

  • The identity of the company’s officers, directors, and promoters.

  • The exemption being relied upon.

 

Why Is Filing Form D Important?

1. Legal Compliance

Form D is required under Regulation D to comply with securities laws. Failure to file can lead to enforcement actions by the SEC and disqualify the company from relying on Regulation D exemptions in the future.

2. State Compliance

In addition to federal requirements, most states require issuers to file a copy of Form D or a separate notice filing with the state securities regulator. This is often referred to as “blue sky compliance.” States may impose penalties or bar issuers from fundraising if notice filings are not made.

3. Transparency and Credibility

Filing Form D shows that your company is operating transparently and in compliance with the law, which can bolster credibility with investors.

 

When Do You Need to File Form D?

You must file Form D within 15 calendar days after the first sale of securities in an offering. The "first sale" occurs when the company receives the first investor’s commitment to purchase securities, whether or not the funds have been transferred.

If you miss the deadline, consult with legal counsel to determine how to address the oversight and mitigate any potential consequences.

 

Steps to File Form D

1. Prepare the Required Information

Before filing Form D, gather the following:

  • Details about the offering (e.g., total amount offered, minimum investment accepted).

  • Names and roles of company executives and directors.

  • Information about any persons receiving compensation for soliciting investors (e.g., brokers).

  • The exemption being relied upon (e.g., Rule 506(b) or Rule 506(c)).

2. Access EDGAR

Form D must be filed electronically through the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. If this is your first time using EDGAR, you’ll need to:

  • Obtain EDGAR access codes by completing Form ID.

  • Wait for approval from the SEC (this process can take 1-2 business days).

3. Complete and File Form D

Once you have access to EDGAR:

  • Log in to your EDGAR account.

  • Select “Form D” from the list of available forms.

  • Enter the required information and review for accuracy.

  • Submit the form and retain a copy of the filing confirmation.

4. File State Notices

Many states require separate notice filings and may impose filing fees. Use the North American Securities Administrators Association’s (NASAA) Electronic Filing Depository (EFD) to streamline the process.

 

Best Practices for Filing Form D

1. File on Time

Late filings can result in fines, loss of exemptions, and damage to investor relationships. Mark the filing deadline on your calendar as soon as you close your first investor commitment.

2. Be Accurate and Transparent

Provide complete and accurate information about your offering and key participants. Misstatements can lead to SEC scrutiny and investor mistrust.

3. Consult Legal Counsel

Securities laws are complex. Work with an experienced securities attorney to ensure compliance and address any issues that arise.

4. Monitor Ongoing Compliance

Keep track of any changes to your offering that may require an amended Form D filing. Examples include:

  • A change in the total amount of securities offered.

  • A change in the types of securities issued.

 

Common Questions About Filing Form D

Q: Do I Need to File Form D for Every Fundraising Round?

Yes, if you are relying on a Regulation D exemption, you must file a separate Form D for each new offering.

Q: What Happens If I Don’t File Form D?

Failing to file Form D can:

  • Lead to SEC enforcement actions.

  • Bar you from using Regulation D exemptions in future fundraising rounds.

  • Result in penalties from state securities regulators.

Q: Can I Use Social Media to Promote My Offering?

Under Rule 506(b), general solicitation is prohibited, so you cannot publicly advertise your offering. Rule 506(c), however, allows general solicitation if certain conditions are met, including verifying the accredited investor status of all purchasers.

 

Key Takeaways for Founders

Filing Form D is a critical step in compliant fundraising. Here’s what you should remember:

  • Timeliness Matters: File Form D within 15 days of your first securities sale.

  • Transparency Is Key: Provide accurate and complete information in your filings.

  • State Compliance Counts: Don’t overlook state notice filing requirements.

  • Seek Expert Guidance: Consult legal counsel to navigate the complexities of securities laws.

By following these guidelines, you can minimize legal risks, maintain investor trust, and focus on scaling your business with confidence.

Need help navigating the Form D filing process? Contact us to ensure your fundraising strategy is fully compliant.

コメント

bottom of page