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When a company raises capital through a private placement under Regulation D, it is generally required to file a Form D with the Securities and Exchange Commission. Despite being a relatively straightforward filing, Form D compliance is frequently misunderstood or overlooked — sometimes with serious consequences for issuers.
What Is Form D?
Form D is a notice filing — not a registration — that provides the SEC with basic information about the issuer, the offering, and the exemption being claimed. The filing is publicly available on the SEC's EDGAR system.
When Must Form D Be Filed?
Under SEC rules, Form D must be filed within 15 calendar days after the first sale of securities in the offering. Missing this deadline can create complications — including potential state securities law issues and, in some cases, SEC enforcement action.
State Blue Sky Filings
In addition to the federal Form D filing, most states require issuers to make a corresponding notice filing under state securities laws when selling to investors in that state. Failure to make required state filings can result in rescission rights for investors and regulatory action by state securities regulators.
Practical Guidance for Issuers
Form D compliance should be built into the offering timeline from the start. The Law Office of Carl G. Hawkins, PLLC assists issuers with Regulation D compliance, including Form D and state blue sky filings. Contact the firm to discuss your offering.
Disclaimer: This article is for general informational purposes only and does not constitute legal advice. Reading this article does not create an attorney-client relationship. For advice specific to your situation, please consult a licensed attorney.