A Form D is a short notice a company files with the SEC when it sells securities in a private offering under Regulation D, most often Rule 506(b) or 506(c). It is due within 15 calendar days after the first sale, the SEC charges no filing fee, and most states require their own notice filing and fee. Form D is a notice, not a registration statement; the SEC does not review or approve the offering.
Founders often learn about Form D after a round has closed, when an investor’s counsel asks for proof of filing. A missed deadline is usually fixable, but it is better to plan for it from the start. Here is what Form D is, when it is due and what it discloses.
What Form D Does
Every offer and sale of securities, including common stock, preferred stock, SAFEs and convertible notes, must be registered with the SEC or qualify for an exemption. Regulation D provides the exemptions most startups use, and Form D is the notice telling the SEC that a company is relying on one of them. Form D is also used for offerings under Section 4(a)(5) of the Securities Act (formerly numbered Section 4(6)).
The form collects basic information: the issuer’s name and address; its executive officers, directors and promoters; the exemption claimed; the type of securities; the total offering amount and amount sold; the number of investors; sales commissions; and proceeds paid to insiders. It does not require financial statements, and issuers may decline to disclose their revenue range.
Rule 504, 506(b) and 506(c)
- Rule 504 permits offerings of up to $10 million in a 12-month period. It does not preempt state securities laws, so the offering must also be registered or exempt in each state, which makes it less common for venture-backed startups.
- Rule 506(b) has no dollar limit. A company may sell to an unlimited number of accredited investors and up to 35 non-accredited investors who meet sophistication requirements, though including non-accredited investors triggers detailed disclosure obligations. General solicitation is not permitted.
- Rule 506(c) permits general solicitation, such as public advertising, but every purchaser must be accredited and the company must take reasonable steps to verify accredited status. In 2025, SEC staff guidance indicated that high minimum investment amounts, combined with certain written representations, can satisfy that verification requirement in some circumstances.
Securities sold under Rule 506 are “covered securities,” so states cannot require registration but can require a notice filing and fee. For more on how these exemptions fit together, see our post on raising capital without registering with the SEC.
Who Is an Accredited Investor?
For individuals, the most common tests are:
- Income over $200,000, or $300,000 jointly with a spouse or spousal equivalent, in each of the last two years, with a reasonable expectation of the same this year;
- Net worth over $1 million, alone or with a spouse or spousal equivalent, excluding the value of a primary residence;
- Holding a Series 7, Series 65 or Series 82 license in good standing, a category the SEC added in 2020; or
- Being a director or executive officer of the issuer or, for investments in a private fund, a “knowledgeable employee” of that fund.
Entities can qualify under asset-based and other tests, including entities owning more than $5 million in investments, certain family offices and entities whose owners are all accredited.
The 15-Day Deadline and the “First Sale”
Form D is due within 15 calendar days after the first sale in the offering. The date of first sale is the date the first investor is irrevocably contractually committed to invest, which can be when a subscription agreement or SAFE is signed, even before money arrives. If the deadline falls on a weekend or federal holiday, it moves to the next business day.
What If You File Late?
Filing Form D is not a condition of the Rule 506 exemption, so a late or missed filing does not by itself make the offering non-exempt. It still matters:
- Under Rule 507, a company that has been enjoined by a court for failing to file Form D can lose the ability to rely on Regulation D;
- States may impose late fees or penalties for missed notice filings; and
- Investors and acquirers routinely flag missing filings in due diligence.
If you missed the deadline, file as soon as possible and address any state filings at the same time.
Filing Logistics: EDGAR Access
Form D is filed electronically through the SEC’s EDGAR system. First-time filers must first obtain EDGAR access by submitting a Form ID, which can take several business days. In 2025, the SEC rolled out “EDGAR Next,” which changed how filers access EDGAR, including individual Login.gov credentials and designated account administrators. Set up access well before your first closing.
State Notice Filings
Most states require a notice filing for Rule 506 offerings when investors reside there, usually with a fee. Many states accept filings through NASAA’s Electronic Filing Depository (EFD). In California, issuers relying on Rule 506 generally file a notice with the Department of Financial Protection and Innovation under Corporations Code §25102.1(d) and pay a fee. See our guide to Form D filings in California.
Amendments, Bad Actors and Public Disclosure
- Amendments: A Form D must be amended to correct a material mistake, to reflect certain changes in the information provided and annually, on or before the anniversary of the most recent filing, if the offering is continuing. There is no separate “notice of withdrawal”; once the offering ends, annual amendments are no longer required.
- Bad actor disqualification: Rule 506 is unavailable if the issuer or certain covered persons, such as directors, executive officers, 20% beneficial owners, promoters and compensated solicitors, have specified disqualifying events, including certain securities-related convictions, injunctions and orders. Confirm this before every raise.
- It’s public: Form D filings are searchable on EDGAR, so the names of your executive officers and directors and the amount raised are visible to competitors, reporters and future investors.
Frequently Asked Questions
Is there a fee to file Form D?
The SEC does not charge a fee to file Form D. Most states, including California, charge a fee for their own notice filings, and the amount varies by state.
When is Form D due?
Form D is due within 15 calendar days after the first sale, meaning the date the first investor is irrevocably contractually committed to invest. If that day falls on a weekend or federal holiday, the deadline moves to the next business day.
Do I need to file a Form D for a SAFE round?
Generally, yes, if you are relying on Regulation D. A SAFE is a security, and signing the first SAFE in an offering typically starts the 15-day clock.
What happens if I don’t file Form D?
A missed filing does not by itself destroy a Rule 506 exemption. However, a court injunction for failing to file can disqualify a company from Regulation D under Rule 507, states may impose penalties and investors will raise the issue in diligence, so file as soon as possible.
The Takeaway
Form D is a brief, public notice that most startups need to file after the first sale in a Regulation D raise, whether through SAFEs, notes or a priced round. File within 15 days, make the required state notice filings, set up EDGAR access early and amend annually while the offering continues.
How Sutter Law Can Help
Sutter Law helps startups structure exempt offerings, prepare Form D and state notice filings and clean up missed or late filings before diligence. Learn more about our business financing practice, or contact us for a free consultation.
This article is general information, not legal advice. Reading it does not create an attorney-client relationship.
