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. To file using the EDGAR system, a company must have its own filer identification number (called a “Central Index Key” or “CIK” number) and a set of password-like “access codes.” A company can obtain a CIK number and EDGAR access codes at any time, even well before it is ready to file its first online Form D notice. To get them, the company must complete and submit an application for EDGAR access online through Form ID. The graphic below illustrates the process of submitting an electronic Form ID application.
For more information on obtaining a CIK and EDGAR access codes, review the Form ID Frequently Asked Questions and Guidance on Form D Filing Process. For questions about this guidance, contact SEC filer support at (202) 551-8900 and choose Option No. 4.
Once a company has a CIK number and EDGAR access codes, it can make Form D and other SEC filings by logging 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 using the company's CIK number and EDGAR access codes. Once logged in, choose “Form D” under “Make a Filing” in the top left corner.
Additional Information and Resources
- Compliance Guide: Form D
- Guidance on Form D Filing Process
- Form ID Frequently Asked Questions (PDF)
- A copy of Form D, including instructions to the form (PDF)
- Guide to Definitions of Terms Used in Form D
- Staff Guidance: Form D Compliance and Disclosure Interpretations (Section 130)
- Additional Guidance for Filers
- Contact Filer Support