When is Form D due, and what goes on it?
Friends & family · Video 8 of 8 · 0:38 ·
Form D is a short notice to the SEC that you're selling under Regulation D, due within 15 days of your first sale. It lists who runs the fund, the exemption, the offering size and how much has been sold. There's no SEC filing fee; it's filed on EDGAR and is public. You need EDGAR access codes first, which takes a notarized form. While the offering continues you amend it each year, and most states want a notice filing too.
Everything here is for educational purposes only and is not legal, tax or investment advice, or an offer to buy or sell any security. Laws and thresholds change and depend on your facts, so talk to a qualified attorney before acting.
Key facts
- Due within 15 days after the first sale.
- Lists the issuer and related persons, the exemption, offering size and amount sold.
- No SEC filing fee; filed on EDGAR and publicly visible.
- EDGAR access requires a notarized Form ID.
- Amend annually while the offering continues; states often require notice filings.
Transcript
Founder: We just closed our first investor! Party?
Operator: Party. Then Form D. You've got 15 days.
Operator: Form D is a short notice to the SEC that you're selling under Regulation D. It's due within 15 days of your first sale.
Founder: What goes on it?
Operator: Who runs the fund, which exemption you're using, how much you're raising, and how much you've sold.
Founder: Do I pay for it?
Operator: Not the SEC. It's filed online, on EDGAR, and anyone can read it.
Operator: To file, you first need EDGAR access codes. That takes a notarized form, so start early.
Founder: And then I'm done?
Operator: Each year the offering continues, you file an amendment. And most states want a copy too.
Founder: So, first investor, then...