Form D is a form that must be filed with the SEC anytime you solicit or accept investments from a third party and that investment is exempt from the SEC’s full filing requirements.

For example, if you raise $1,000,000 from one investor who is an accredited investor, you likely won’t have to file the full SEC filing, but you will still have to file Form D to let them know that you’ve make an exempt investment transaction.

SEC.gov describes a Form D:

Companies may use an exemption under Regulation D to offer and sell securities without having to register the offering with the SEC. When relying on such an exemption, companies must file what’s known as a “Form D” after they first sell their securities. Form D is a brief notice that includes basic information about the company and the offering, such as the names and addresses of the company’s executive officers, the size of the offering and the date of first sale.

Form D is in lieu of filing as a public offering, and must be filed electronically with the SEC no later than 15 days after the date of the first sale of any securities for which this Form D would be covering. A new Form D must be filed with each new offering.

There is no filing fee for Form D, but there are state equivalents which may have filing fees and other requirements.

Note: Form D is only valid when the securities offering is exempt from the filing requirements under Regulation D from the SEC. These include Rules 504, 505, and 506, which are the most common exemptions from the SEC filing requirements.

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Disclaimer: The Information found in our blog is for educational purposes only, and is not meant as legal advice. If you need legal advice, please contact an attorney. Nothing in this blog is intended to create an attorney-client relationship.

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