<img height="1" width="1" src="https://www.facebook.com/tr?id=887284988060755&amp;ev=PageView &amp;noscript=1">
Skip to content
All posts

Form D Filing

Form D is a federal notice of an exempt securities offering and is the only disclosure document that is required to be filed with the SEC. This document discloses biographical information about the offering, the company, use of proceeds, and the principals of the company. Form D is not subject to a review or approval by the SEC, but is a required notification document.  The federal Form D must be filed within fifteen days of the first sale to investors, an annual update must be filed as long as the offering remains open. Our firm offers issuers assistance in preparing and filing Form Ds as part of our flat-fee services.  Form D is divided into two parts. The first part requests basic information about the issuer. The second part asks questions about the offering itself.


The SEC requests the name of the issuer and any previous names that it has used in the past five years. It also asks for the address and contact information for the issuer’s principal place of business. The issuer must then also disclose the names and addresses of each executive officer, director, general and managing partners, and managers or managing members of limited liability companies as well as any individual who has acted as a promoter of the issuer within the previous five years. In addition, the issuer must identify its industry classification.


An issuer may rely on multiple exemptions, but the SEC requires an issuer to disclose the exemptions that it will rely upon for the offering.

The company must signify whether the securities are debt (which includes convertible securities) or equity. The issuer must also provide any sales compensation that has or will be paid directly or indirectly in connection with the sale of securities and to whom they have or will be paid as well as the total amount of sales commissions that the issuer intends to pay during the offering.

The SEC similarly requests the dollar amounts of the offering that the company intends to claim under the exemption and the amount of securities sold under the exemption as of the Form D filing date. The company must provide the number of investors that it has sold securities to or intends to sell securities to that do or will not qualify as accredited investors in addition to the total number of investors who have purchased securities as of the date of the Form D filing. Finally, the issuer must describe how it will use the proceeds received from the offering.

State Requirements

In addition to the Federal Form D requirements, each state in which an investor resides requires a Form D notification filing (note that Florida currently has no notice-filing requirement). Under Regulation D Rule 506 offerings (506(b) and (c)), a state’s authority to review Regulation D exempt securities is restricted. However, states have their own notice-filing requirements that must be complied with when offering securities to a resident of its state. State requirements differ as to the content requirements and due date of the required notice-filing. Most states require the notice-filing to be made within fifteen days after a resident of the state makes an investment; however, certain states (including New York) require that the notice-filing be made prior to any offer of securities within the state. We offer state Form D filing services on a state-by-state basis.



Capital Fund Law Group has authored numerous investment fund publications, including instructive eBooks, white papers, blog posts, and sample offering document excerpts with illustrative footnotes. These complimentary downloads are dedicated to helping fund managers understand the legal fundamentals of launching and operating an investment fund.

Get started now

More Resources

Hedge Fund Ebook
Hedge Fund Ebook