Form D filing

What Form D is

Form D is a short notice that tells the SEC you sold securities without registration under Regulation D. It isn’t an application and the SEC doesn’t approve or review your offering through it. Companies and funds relying on Rule 504, Rule 506(b) or Rule 506(c) file one.

When it’s due

• New notice: within 15 calendar days after the first sale. If the 15th day is a weekend or federal holiday, the deadline moves to the next business day.
• Date of first sale: the date the first investor is irrevocably committed to invest, usually when you accept a signed subscription.
• Filing early: allowed, and helpful if you want the filing in place before you start taking subscriptions.
• Fee: the SEC charges nothing to file Form D or an amendment.

Getting EDGAR access

Form D is filed online through EDGAR. Since September 2025, EDGAR access runs on EDGAR Next:

• Each person who files or manages your account signs in with their own Login.gov credentials and multifactor authentication.
• A company that has never filed applies for access with Form ID through the EDGAR Filer Management dashboard, and SEC staff review the application before granting access.
• The application names account administrators, who manage who can file for the company. Once access is granted, the company has a CIK and CCC to use when filing.
• Account administrators must confirm the company’s account users each year to keep access.

What Form D asks

1. Issuer identity, entity type and year of formation
2. Principal place of business and contact information
3. Related persons: executive officers, directors and promoters
4. Industry group
5. Issuer size (revenue or net asset value range, or decline to disclose)
6. Federal exemptions and exclusions claimed
7. New notice or amendment, and date of first sale
8. Expected duration of the offering
9. Types of securities offered
10. Whether it’s part of a business combination
11. Minimum investment accepted
12. Sales compensation recipients
13. Offering and sales amounts
14. Number and type of investors
15. Sales commissions and finders’ fees
16. Use of proceeds paid to related persons

Form D is public. Anyone can look up your filing on EDGAR, including the names of your executive officers, directors and promoters.

Amendments

File an amendment:

• to correct a material mistake of fact or error, as soon as practicable after you discover it;
• to reflect a change in the information you reported, as soon as practicable after the change; and
• every year, on or before the anniversary of your most recent filing, while the offering is still open.

Some changes never need an amendment: a related person’s address or relationship to the issuer, revenue or net asset value, the amount sold or remaining, the total number of investors, the number of non-accredited investors as long as it stays at 35 or fewer, and the addresses or states of solicitation for people paid to sell. Others are excused within limits: a decrease in the offering amount or an increase of up to 10%, an increase in the minimum investment or a decrease of up to 10%, and a decrease in commissions, finders’ fees or insider use of proceeds or an increase of up to 10%. Changes made after the offering ends don’t need an amendment either.

State notice filings

Most states require their own notice for Rule 506 offerings, usually within 15 days after the first sale to a resident of that state. Nearly all states accept these filings through NASAA’s Electronic Filing Depository, which pulls data from your EDGAR filing, so the Form D comes first. Fees vary. Read about Blue Sky filings.

What PPM Kit does

Every kit includes Form D filing and Blue Sky state filings. We prepare your Form D from your offering details and file it on EDGAR once your company authorizes us on its account. If your company doesn’t have EDGAR access yet, we help you apply. We then file the notice with each state where you sell. You approve each filing before it goes in, and state fees are paid to the states.