Form D California Requirements: 2025 Guide for Startups

Raising capital is a critical step for startups, especially in a state like California, home to Silicon Valley and thousands of ambitious entrepreneurs. While federal securities laws provide exemptions for private offerings through Form D, California has its own laws and regulations that you must follow — known as Blue Sky Laws.

This article breaks down everything you need to know about Form D as it applies to California-based startups, investors, and legal professionals, with a special focus on compliance with California securities regulations.

1. What Is Form D?

Form D is a short filing with the U.S. Securities and Exchange Commission (SEC) that must be submitted by companies that raise capital without registering their securities, relying instead on an exemption under Regulation D of the federal Securities Act of 1933.

It’s a notice filing, not a full-blown registration — meaning it’s primarily about informing the SEC (and applicable states) that a private securities offering is taking place under one of the Regulation D exemptions.

2. Regulation D Exemptions – Federal vs. California

Under federal law, there are three common Regulation D exemptions:

Rule 504 – Up to $10 million, limited solicitation
Rule 506(b) – Unlimited capital, up to 35 non-accredited investors, no advertising
Rule 506(c) – Unlimited capital, advertising allowed, but only accredited investors allowed

In California, securities laws apply in addition to federal laws. The California Department of Financial Protection and Innovation (DFPI) regulates these offerings, and the state often requires its own notice filings, even if the federal Form D is filed correctly.

3. Who Must File Form D in California?

If you are:

A California-based company
A company offering securities to California residents
Or conducting general solicitation targeting California investors

You are likely subject to California Blue Sky Laws, even if you comply with federal rules.

Companies that file a federal Form D and rely on Rule 506(b) or 506(c) must also submit a notice filing to California DFPI, along with a state-specific fee and a copy of the Form D.

4. California’s Notice Filing Requirements

California participates in the National Securities Markets Improvement Act (NSMIA), which means that federally covered offerings (Rule 506) are exempt from state registration, but still require a notice filing in California.

Here’s what’s required:

a. Filing Form D with California DFPI

File within 15 days of the first sale of securities in California
Upload a copy of the federal Form D
Submit Form U-2 (Consent to Service of Process) if not already on file

b. Pay the Required Fee

As of 2024, California’s filing fee is $300 per offering.

c. How to File

You can submit through the NASAA EFD system, which simplifies filings in participating states like California.

Alternatively, California also accepts filings by mail, but online submission is highly recommended.

5. Information Required in Form D

Form D includes the following information, most of which applies equally at the federal and state level:

Issuer Details: Company name, industry, year founded
Executive Team: Names and roles of key officers and directors
Offering Details: Exemption used (e.g., Rule 506(b)), total amount to be raised, amount raised to date
Investor Data: Number of investors, accreditation status
Use of Proceeds: How the capital will be deployed (e.g., working capital, salaries, debt repayment)

6. Timing and Deadlines

Federal Deadline:

File with the SEC within 15 days after the first sale of securities (not when the offering opens, but when the first investor commits funds).

California Deadline:

File the California notice within 15 business days of the first sale to a California resident.

If you’re unsure whether a specific investor is a California resident (for example, if they use a P.O. box), it’s safer to assume you need to file.

7. What Counts as a “Sale” in California?

California defines a “sale” broadly — it includes any offer or disposition of a security to a California resident, regardless of whether the transaction is completed in the state or not.

Even if your startup is incorporated in Delaware but operates out of San Francisco, you are still subject to California law if your investors are California residents.

8. Accredited Investor Rules in California

California generally follows the SEC’s definition of an accredited investor, which includes:

Individuals with a net worth over $1 million (excluding primary residence)
Individuals with income over $200,000 ($300,000 with spouse) for the past two years
Entities with more than $5 million in assets

Under Rule 506(c), California also requires that the issuer verify accredited status using reasonable steps (e.g., tax returns, W-2s, third-party verification).

9. What Happens If You Don’t File in California?

Failing to file properly with the California DFPI can result in:

Fines and penalties from the state
Rescission rights, meaning investors could demand their money back
Loss of exemption, making your offering illegally unregistered
Damage to future fundraising efforts

California is one of the strictest states in terms of securities enforcement — compliance is essential.

10. General Solicitation Rules in California

Under Rule 506(c), general solicitation is allowed only if:

All investors are accredited
The company verifies accreditation (self-certification is not enough)

California respects this rule but requires proof of verification if audited. If you conduct general solicitation (ads, social media posts, pitch events), ensure you’re compliant on both state and federal levels.

11. California-Specific Forms and Resources

To remain compliant with California law, consider the following:

Form D (filed federally and with California)
Form U-2 (Consent to Service of Process)
NASAA EFD system for filing and paying fees online
California’s Regulatory Guide for Small Businesses (available at dfpi.ca.gov)

12. California vs. Other States

Some states have opted out of EFD or require additional disclosures. California, however:

Accepts Form D filings via EFD
Requires the $300 fee
May request follow-up documentation, especially if the issuer is based in California

If you raise funds from investors in multiple states, you may need to file in each investor’s home state separately, depending on their Blue Sky laws.

13. When to Amend Your Form D

You must amend your Form D both federally and in California if:

The offering size changes
The issuer’s address or principal officers change
You cross certain fundraising thresholds
The exemption rule you rely on changes

Failure to amend in a timely fashion could void your exemption.

14. Best Practices for Startups in California

To ensure your Form D and California compliance goes smoothly:

File early — don’t wait for the 15th day
Use the EFD system for simplicity
Work with a securities attorney, especially for 506(c) offerings
Maintain detailed records of investor accreditation
File Blue Sky notices in every state where you have investors

15. Common Mistakes in California Offerings

Some of the most common errors California startups make when filing Form D:

Not filing with DFPI (filing only with SEC)
Paying the wrong fee or submitting it late
Using general solicitation under Rule 506(c) but failing to verify investors
Missing the state deadline due to confusion with federal deadlines

Even well-meaning founders get tripped up by these technicalities — don’t go it alone.

16. Do You Need a Lawyer?

While Form D itself is short, the surrounding regulatory landscape is complex, especially in California. Hiring a startup attorney familiar with California and federal securities law is a smart investment.

A lawyer can help you:

Select the correct exemption
Prepare and file Form D
Handle investor disclosures
File with California DFPI
Respond to any state follow-ups

Conclusion

Filing Form D is a critical step for startups and private companies raising capital — and in California, it comes with extra responsibilities. With the right knowledge and preparation, startups can raise funds legally while avoiding regulatory headaches.

Whether you’re pitching angel investors in San Francisco, launching a biotech firm in San Diego, or building a fintech app in Los Angeles, compliance with both federal and California law is essential to your success.

If you’re planning a securities offering, file on time, follow the rules, and when in doubt — get legal help. It’s a small cost to protect your startup’s future.