Form D Mini FAQ
1. What is Form D?
Form D is a brief notice filing required by the U.S. Securities and Exchange Commission (SEC) for certain exempt offerings of securities under Regulation D. It includes basic details about the issuer, related parties, and the nature of the offering.
2. Who must file Form D?
Companies and private funds that raise capital using the exemptions under Rule 504 or Rule 506 of Regulation D must file Form D with the SEC. This includes startups, venture funds, and other issuers who do not register their offering but still raise money from investors.
3. When is Form D due?
Form D must be filed no later than 15 calendar days after the first sale of securities in the offering. A sale occurs when an investment contract is signed, regardless of when funds are received.
4. What counts as the “first sale” of securities?
The SEC defines a “first sale” as the date when the issuer and investor enter into a binding agreement to invest. This may occur before payment is received.
5. When is an amendment to Form D required?
The SEC requires an amendment to Form D in the following cases:
Annually, on or before the first anniversary of the original filing if the offering is still ongoing.
Promptly, to correct material errors or to update changes in key facts such as the offering size, issuer details, or executives.
Voluntarily, at the issuer’s discretion, to provide updated information.
6. What rules or exemptions does Form D relate to?
Form D filings are associated with Regulation D exemptions:
Rule 504 – Up to $10 million in a 12-month period; subject to certain state regulations.
Rule 506(b) – Unlimited raise from accredited investors; no general solicitation permitted.
Rule 506(c) – Unlimited raise with general solicitation allowed, but all purchasers must be verified accredited investors.
7. What information is required on Form D?
Form D includes:
Issuer details (name, industry, address)
Principal place of business and state of incorporation
Executive officers and promoters
Offering details (amount, security type, exemption claimed)
Sales compensation information
Use of proceeds
8. Do I need to file Form D with states too?
Yes. Filing Form D with the SEC does not satisfy state-level requirements. Many states require a separate “Blue Sky” notice filing and charge a fee. You should consult legal counsel to determine your state obligations.
9. Can ACN help me file Form D?
Yes. ACN prepares and submits Form D filings on your behalf. You fill out a simple template, and we take care of the rest — including formatting, generating an HTML proof, and submitting to EDGAR.
Disclaimer:
The information provided in this blog post is for general informational purposes only and does not constitute legal, compliance, or financial advice. ACN Solutions LLC is not a law firm, compliance advisor, or affiliated with the Securities and Exchange Commission (SEC). While we strive to provide accurate and timely guidance based on publicly available SEC resources, we do not speak on behalf of the SEC and are not authorized to interpret its rules or policies. Readers should consult their legal counsel or compliance professionals for specific guidance related to their regulatory obligations.