Filing a Form D Notice

Form D is used to file a notice of an exempt offering of securities with the SEC. The federal securities laws require the notice to be filed by companies that have sold securities without registration under the Securities Act of 1933 in an offering made under Rule 504 or 506 of Regulation D or Section 4(a)(5) of the Securities Act.

A company must file this notice within 15 days after the first sale of securities in the offering. For this purpose, the date of first sale is the date on which the first investor is irrevocably contractually committed to invest. If the due date falls on a Saturday, Sunday or holiday, it is moved to the next business day. The SEC does not charge any filing fee for a Form D notice or amendment.

Form D notices and amendments must be filed online using the SEC's EDGAR (Electronic Data Gathering, Analysis and Retrieval) system.

New EDGAR filers or filers who have lost EDGAR access will need to submit a Form ID to request access to EDGAR. The SEC has a dedicated web page that provides instructions on how to obtain EDGAR access.

For questions about this guidance, contact Filer Support at (202) 551-8900 and choose Option 4.

In addition to the company obtaining EDGAR access, the individual seeking to file the Form D on the company’s behalf should obtain Login.gov individual account credentials through the link on the EDGAR Filer Management website, and coordinate with the company’s EDGAR account administrator to ensure she has an EDGAR role for the company.

The individual seeking to file Form D on behalf of the company may now log into the EDGAR system. Once logged in, the filer will have only one hour after its last keystroke to complete a Form D filing. Therefore, it is important to gather all the information needed to complete the filing before logging in. The company can compile the information using a paper version of Form D before entering it online. To file a Form D, visit the SEC’s Online Forms Login page and log in.

Once logged in, choose “Form D” under “Make a Filing” in the top left corner. For additional information on filing the Form D Notice, visit the SEC’s Form D – Frequently Asked Questions and the What is Form D? webpage.