Form D Filing

Form D Filing: What It Is, Who Needs It, and How to Comply

When raising capital through private offerings, compliance with U.S. securities laws is critical. One of the most important regulatory steps in this process is filing Form D with the U.S. Securities and Exchange Commission (SEC).

Whether you’re a startup seeking venture capital, a hedge fund launching a new strategy, or a real estate sponsor offering securities under Regulation D, you are required to file Form D if you rely on a Regulation D exemption.

This guide explains what Form D is, why it’s required, and how to file it properly using the SEC’s EDGAR system.

What Is Form D?

Form D is a brief notice filing that companies must submit to the SEC after selling securities in a transaction that qualifies for an exemption under Regulation D of the Securities Act of 1933—specifically Rules 504, 506(b), or 506(c).

Form D is not subject to SEC approval. It simply provides information about:

  • The issuer

  • The size and type of the offering

  • The exemption being claimed

  • The identities of certain executive officers and promoters

Filing Form D is a mandatory disclosure—but it does not require pre-approval or registration of the securities.

When Is Form D Required?

You must file Form D within 15 days after the first sale of securities in a Regulation D offering. The “first sale” occurs when an investor is irrevocably committed (e.g., by signing a subscription agreement and delivering funds).

Failure to timely file Form D can expose the issuer to:

  • Regulatory penalties

  • Loss of exemption eligibility

  • Challenges in securing future capital

Electronic Filing: EDGAR System Requirements

As of March 16, 2009, Form D filings and amendments must be submitted electronically via the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. Paper filings are no longer accepted.

To file Form D electronically, issuers must have:

  • A CIK (Central Index Key) number

  • An EDGAR access code

Don’t have a CIK or EDGAR codes?

Issuers can apply for them by visiting the SEC’s EDGAR website and following the instructions for new filers. If you’ve previously filed a paper Form D, your organization likely already has a CIK code, which you can retrieve using the SEC’s public database.

The SEC also provides a helpful Form D Filing Guide:

>> Download the Form D Guide from the SEC

Key Information Required in Form D

When filing Form D, issuers will need to disclose the following:

  • Legal name and address of the issuer

  • Industry group and issuer size

  • Executive officers and promoters

  • Type and amount of securities offered

  • Total amount sold (if any)

  • Exemption relied upon (e.g., Rule 506(b) or 506(c))

  • Use of proceeds

  • Number and types of investors

  • States in which the securities will be offered

State Blue Sky Filings

Filing Form D with the SEC does not satisfy state-level notice filing requirements (commonly referred to as Blue Sky laws). Most states require separate filings when an offering is made to residents of that state.

Issuers should ensure they comply with all state securities notice filings in parallel with their Form D federal filing.

What Happens After Filing Form D?

Once filed:

  • Form D becomes publicly available via the SEC’s EDGAR database.

  • There is no SEC review or approval.

  • Amendments must be filed in certain situations (e.g., a material change in the offering or annually for offerings that remain open).

Why Form D Compliance Matters

A Form D filing is a non-negotiable step for issuers relying on Regulation D exemptions. Not only does it preserve your exemption from full SEC registration, but it also demonstrates transparency and regulatory good standing to investors, fund administrators, and future partners.