Part of our regulatory series: This article covers Form D filings. Also read about the Securities Act (Regulation D exemptions), Investment Company Act (fund structure), and Investment Advisers Act (adviser regulation).
The Critical Deadline
Day 15: The Line You Can't Cross
You've just received your first $100,000 wire from an investor. The fund is officially live. Your trading account is funded, and you're ready to execute your strategy. But there's a countdown timer running that many first-time managers miss.
You have exactly 15 calendar days to file Form D with the SEC.
Miss this deadline, and you risk losing your Regulation D exemption—the foundation that lets you raise money without SEC registration. Plus, many states require their own notice filings shortly after.
Form D is your notice to regulators that you're using a securities exemption under Regulation D. It's not optional—it's mandatory for maintaining your exemption and avoiding enforcement actions.
What Exactly is Form D?
Form D is a notice filing with the SEC that provides basic information about your offering. It's not an application for approval—it's a disclosure that you're relying on an exemption.
Key Information Required
Issuer Information
- • Legal name and jurisdiction
- • Principal place of business
- • Year of incorporation
- • Entity type and structure
- • Industry classification codes
Offering Details
- • Type of exemption claimed (506(b) or 506(c))
- • Date of first sale
- • Offering amount and amount sold
- • Types of securities offered
- • Use of proceeds categories
What Form D Does NOT Do
- • It doesn't create your exemption—that comes from following Reg D rules
- • It doesn't require SEC approval or review before raising money
- • It doesn't replace state notice filing requirements
- • It doesn't satisfy Form ADV requirements for advisers
Federal Filing Timeline & Deadlines
Initial Filing
Days After First Sale
File within 15 calendar days after the first sale of securities in the offering. The "first sale" is when you receive irrevocable commitment and consideration.
Example: If you receive your first wire on January 5th, Form D must be filed by January 20th (including weekends/holidays).
Amendments
Material Changes
File promptly when material information changes (e.g., offering size increase, change in exemption relied upon, change in minimum investment).
Annual Amendment
If the offering continues for more than one year, file an amendment within 30 days after the first anniversary of the initial filing, then annually.
Termination
File within 30 days after the offering terminates or completes.
State "Blue Sky" Notice Requirements
While Rule 506 offerings are federally preempted from state registration, most states still require notice filings and fees. Requirements vary significantly by state.
Common State Requirements
- • Notice filing (often Form D copy + state form)
- • Filing fees ($100-$600 per state typical)
- • Consent to service of process
- • Some require filing before any offers
- • Annual renewal in some states
Timing Variations
- • Before first sale: NY, IL (for some)
- • Within 15 days: Most states (with Form D)
- • Within 30 days: Some states
- • No filing required: FL, NV (currently)
- • Special rules: CA requires 25102(f) filing
Critical State Filing Point
You must file in every state where you have investors or make offers (for 506(c)). Missing state deadlines can result in:
- • Rescission rights for investors
- • State enforcement actions and fines
- • Bad actor disqualification issues
- • Prohibition on future offerings in that state
Form D Field-by-Field Guide
Items 1-5: Issuer Information
Common mistake: Using trade names instead of legal entity name
For LLCs: State of formation, not principal office
For 3(c)(1) funds, this is typically LLC or LP
Items 6-7: Related Persons
Include managing members for LLCs
Usually includes fund managers/GPs
Critical for maintaining exemption eligibility
Items 9-16: Offering Information
Must match your actual fundraising practices
Starts the 15-day clock
Can specify target if desired
506(c) must be 100% accredited
Should match your PPM/subscription docs
Common Filing Mistakes That Trigger Problems
✗ Missing the 15-Day Deadline
Consequence: Potential loss of exemption; state enforcement issues
Solution: Calendar the deadline immediately upon first sale; file early if close to deadline
✗ Wrong Exemption Selection
Consequence: Exemption mismatch can void your safe harbor
Solution: If you advertised publicly, you must use 506(c); if not, use 506(b)
✗ Forgetting State Filings
Consequence: State fines, investor rescission rights, future offering restrictions
Solution: File in every state where investors reside; track state-specific deadlines
✗ Not Updating for Material Changes
Consequence: Inaccurate filings can trigger enforcement
Solution: Amend promptly for offering size changes, new executive officers, or exemption changes
✗ Incorrect Revenue/NAV Ranges
Consequence: Misleading regulators about fund size
Solution: New funds often select "No Revenues" and "No Aggregate Net Asset Value"
Pre-Filing Checklist
Gather this information before starting your Form D:
Entity Information
- Legal name from formation docs
- EIN/Tax ID number
- Date and state of formation
- Principal place of business address
- CIK number (if previously filed)
- NAICS industry code
Offering Details
- Date of first sale
- Total offering amount (or indefinite)
- Amount already sold
- Number of investors (accredited/non)
- Exemption type (506(b) or 506(c))
- Types of securities offered
People Information
- Full legal names of all executive officers/directors/managers
- Their titles and dates they assumed positions
- Business addresses for all related persons
- Bad actor questionnaires completed for all parties
- Identification of any 10%+ compensation recipients
Filing Costs & Fees
Federal Filing
No federal fees for Form D filings or amendments
State Notice Filings
Example: 10 investors across 5 states = $1,500-2,500 in state fees
Additional Costs to Consider
- • Legal review if using counsel: $2,000-5,000 typical
- • State filing service providers: $100-200 per state
- • Annual renewal fees in certain states
- • Amendment filing fees (usually same as initial)
How Form D Fits Into Your Compliance Stack
Relationship to Securities Act Compliance
Form D is your notice that you're using a Regulation D exemption. The form must match your actual practices:
- • If you advertised: Must select 506(c) and verify all investors
- • If relationship-based: Can use 506(b) with reasonable belief standard
- • Non-accredited investors only allowed in 506(b) with Rule 502(b) disclosures
Fund Structure Considerations
For funds using 3(c)(1) exclusion, Form D tracks with your investor limits:
- • Must maintain private offering status (no public offering)
- • Track beneficial owners toward 100-investor limit
- • 506(c) general solicitation is permitted if all purchasers verified
- • Update Form D as investor count grows
Investment Adviser Requirements
Form D is separate from adviser registrationrequirements:
- • ERAs must still file Form ADV Part 1A within 60 days
- • Form D is for the fund entity; Form ADV is for the manager
- • State notice requirements may apply to both fund and adviser
- • Track both filing deadlines independently
Step-by-Step Filing Process
Get EDGAR Access Codes
Apply for codes at www.filermanagement.edgarfiling.sec.gov
Takes 1-2 business days; requires notarized Form ID for new filers
Complete Form D Online
File through EDGAR Filing Website or use third-party software
Allow 2-3 hours for first filing; have all information ready
Submit Federal Filing
Submit through EDGAR; receive immediate confirmation
Save accession number for state filings
File State Notices
Submit to each state where investors reside (or offers made for 506(c))
Most use EFD system; some have separate portals
Calendar Future Obligations
Set reminders for amendments, annual updates, and termination
Track new states as investors are added
Automating Form D Compliance with Hedgia
Form D compliance is critical but complex. With Hedgia, you don't need to worry about any of this—we handle all federal and state filings for you, so you can focus on managing your fund.
Complete Filing Management
What We Handle
- • EDGAR access codes and setup
- • Initial Form D federal filing
- • All state notice filings and fees
- • Bad actor compliance verification
Ongoing Management
- • Annual amendments handled by Hedgia
- • New state filings as investors added
- • Material change amendments
- • Complete filing archive
Focus on trading while we handle all your Form D compliance.
Important Legal Disclaimer
This article is for educational and informational purposes only and does not constitute legal, financial, or investment advice.
Filing requirements vary by jurisdiction and change frequently. The examples and deadlines provided may not apply to your specific situation. Always verify current requirements with the SEC and relevant state authorities or consult qualified legal counsel before making filings.