Form D is a notice companies must file with the US Securities and Exchange Commission (SEC) after selling securities in a type of private sale called a Regulation D offering. Typically, US federal law requires SEC registration (also known as “going public”) whenever securities are being offered or sold. However, there are some exemptions from this rule, including those outlined in the SEC’s Regulation D.

Regulation D provides an alternative pathway for raising capital to companies that aren’t ready for a lengthy, expensive public offering. These exempt sales, known as private placements, are a popular fundraising strategy for many smaller businesses and startups. In 2025, there were 56,254 Regulation D filings that raised almost $2.4 trillion in total, according to the SEC.

Founders who plan to use a Regulation D private placement to raise capital need to be prepared to file Form D to comply with SEC requirements. Below, we’ll discuss further who needs to file Form D, what prompts a Form D filing during a fundraising round, and some common mistakes founders make.

Key takeaways

• Form D notifies the SEC that a company has sold securities in a private sale under Regulation D, which provides exemptions from SEC registration requirements.

• Startups can use these exemptions to fundraise by selling equity to investors without needing to go public. This is appealing because an initial public offering (IPO) can be time-consuming and cost prohibitive.

• Form D generally must be filed online with the SEC within 15 days of the first sale of securities in a Regulation D offering. A missed filing can result in loss of the exemption.

What is SEC Form D?

SEC Form D, also known as the Notice of Exempt Offering of Securities, notifies the SEC that a company is selling securities using a Regulation D offering. Regulation D allows the sales of securities as private placements as long as certain conditions are met.

Form D notifies the SEC about these private placements and includes information such as the issuer (i.e., the company that’s selling the securities), the offering amount, the type of securities offered, and related people (i.e., company executives, officers, directors, and those with similar roles). Once Form D has been filed, this information is available to publicly search via the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) database.

When founders want to raise capital, potential investors might research their offerings through EDGAR. Form D filings give investors visibility into private placements, helping them evaluate investment opportunities through factors such as a startup’s past offerings, any prior sales of a current offering, company revenue, and management’s experience and background.

Who needs to file SEC Form D, and when should it be filed?

Both private and public companies must file Form D with the SEC within 15 days of the first sale of securities under Regulation D exemptions. If the due date falls on a weekend or a holiday, it moves to the next business day.

For startups that want to raise capital without doing a full registered public offering, common fundraising tactics such as issuing Simple Agreements for Future Equity (SAFEs) and priced equity rounds can all necessitate a Form D filing. Whether your company can claim a Regulation D exemption and when you have to file a Form D will come down to how much you plan to raise, whom you’ll sell to, and whether you intend to generally advertise your offering.

Here are some rules that clarify who can claim exemptions and who must file a Form D.

Rule 504

Under Rule 504 of Regulation D, a company can raise up to $10 million in a 12-month period and exempt these sales from SEC registration. It can sell to both accredited and nonaccredited investors and generally advertise or market its round. This can be a useful tool for smaller, more specific fundraising rounds. Almost all types of startups can take advantage of Rule 504 for an exempt offering. However, there are some exceptions, such as investment companies, companies with no specific business plan yet, and companies that are planning mergers with or acquisitions of unidentified businesses.

Rule 506

Rule 506 of Regulation D allows companies to raise an unlimited amount of money, with two possible types of exempted offerings:

• Rule 506(b): Companies can sell to an unlimited number of accredited investors but a maximum of 35 nonaccredited investors in 90 calendar days. In addition, a Rule 506(b) offering can’t be advertised anywhere, which means founders would need to have contacts or a network of potential investors to raise capital.

• Rule 506(c): Companies can advertise Rule 506(c) offerings, which might expand the potential pool of investors beyond a founder’s personal network. However, all of those investors must be accredited.

In either case, most startups that rely on Rule 506 exemptions will need to file Form D regardless of the size of the round. So small rounds with friends and family are included.

What are triggers for SEC Form D during a fundraising round?

Here are several conditions that can mandate SEC Form D during a fundraising round:

• Accepting the first investor check: The first sale in a Regulation D offering necessitates a Form D filing within 15 days. According to the SEC, the date of the first sale means the date when the first investor in an offering is “irrevocably contractually committed to invest” (e.g., they write a check).

• Closing a SAFE sale: SAFE rounds can be rolling, which means they might last for several months. However, you must file a Form D after the first sale in a SAFE round within 15 days.

• Increasing the offering amount: Once an initial Form D is filed, you can file amendments for any changes. For example, you must file an amendment if you increase the offering amount by over 10%. For a smaller increase or any decrease, no amendment needs to be filed.

State-level securities regulations, or “blue sky” laws, might also apply alongside the federal Form D requirement. The deadlines for filing state notice forms can vary. Founders can reference the North American Securities Administrators Association (NASAA) for more information on state securities laws.

It’s important to be aware of these triggers so your startup remains compliant. The SEC encourages investors to do their due diligence via EDGAR, and a missing Form D could be considered a warning sign to potential investors.

How do you file Form D?

Form D must be filed online through the SEC’s EDGAR system. You can’t submit a paper filing. Many founders rely on support from legal counsel, a fractional chief financial officer (CFO), or a formation platform to avoid errors.

Here are the general steps to file a Form D:

• Create an EDGAR account: First-time filers must request EDGAR access by submitting a Form ID. You’ll be given access codes that allow you to log in to the EDGAR system.

• Gather official details: There’s a one-hour inactivity logout timer when you fill out a Form D, so it’s helpful to compile all the relevant details ahead of time. The SEC recommends preparing a draft version on a paper copy of Form D first.

• Submit through the SEC’s online filer system: Visit the SEC’s OnlineForms Login page, log in with your EDGAR access codes, and choose “Form D” from “Make a Filing” to submit your notice.

What are the consequences of filing incorrectly or missing a filing?

Early-stage startups without full-time counsel or a CFO might discover mistakes in a filed Form D. A Form D generally can’t be removed from the SEC’s EDGAR database, but it can be amended at any time.

However, missing or late forms can have consequences, such as the loss of the exemption. Missing a filing can cause complications during future fundraising diligence, when investors are researching past rounds. There could be penalties as well for missing the state notice filings required under blue sky laws.

Generally, the SEC suggests that companies that have missed a Form D deadline file as soon as possible. It’s up to the SEC’s discretion whether an exemption will be denied if a filing is missed, so founders are encouraged to try to comply with regulations and consider seeking legal advice for their specific situations.

What are some common mistakes founders make with Form D?

Filing a correct Form D on time is the responsibility of the company that’s issuing the securities. Below are common mistakes founders might make with Form D:

• Missing the deadline to file: A missing Form D can lead to penalties from the SEC and reduced investor trust. Consider setting a calendar reminder tied to the first sale date to help you meet the filing requirement. Filing early can help prevent missed deadlines. You can also file Form D before you’ve even sold any securities.

• Forgetting to amend a filing: An incorrect Form D can mislead investors and make your company noncompliant with the SEC. However, you can amend filed Form D filings anytime to fix mistakes. Amendments are also necessary if you add new investors or increase the offering amount by over 10%. The SEC encourages a good faith effort to keep Form D filings accurate.

• Overlooking state-level blue sky laws: Missing a state notice filing can have consequences, depending on the state’s securities regulations. The NASAA maintains an Electronic Filing Depository (EFD) to help you submit your state notices and filing fees.

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FAQs about SEC Form D