Regulation D - Form D Filing Requirement
Requirement to File Form D
Written by Jason Gordon
Updated at September 25th, 2021
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What is the requirement to file Form D?
To claim an exemption from registering a securities issuance, the issuer must provide notice to the SEC of the issuance and claimed exemption. The entrepreneur provides notice by filing Form D with the SEC. Form D is currently filed in electronic format and must be filed within 15 days of the first sale of securities in the offering. The Form D is generally available through the SEC website (EDGAR). Form D makes basic disclosure about the issuance. This information includes the amount or value of the issuance and the names of company officers and directors.
Note: The SEC disclosure requirement is less stringent than it sounds, as failure to file the Form D prior to the issuance will not hinder the ability of the issuer to claim an exemption. The negative side of failing to file is that, in the event of a challenge to the sale of securities, the SEC may stop the sale and deny the future use of exemptions due to the failure to file. Failure to file a Form D may also make it difficult for the issuer to comply with state securities laws.
Next Article: Result of Failure to Comply with Securities Registration Back to: SECURITIES LAW
Related Topics
- Registration Exemptions Securities Act of 1933
- What are Exempt Securities and Exempt Transactions?
- What are Restricted Securities?
- Section 3(a)?
- Section 3(b)?
- What is a Rule 147 Exemption?
- What is a Section 4(a) Exemption?
- Section 4(a)(5)?
- What is a Regulation A Exemption?
- What are Regulation D Exemptions?
- What is a Rule 504 Exemption?
- What is a Rule 505 Exemption?
- What is a Rule 506(b) Exemption?
- What is a Rule 506(c) Exemption?
- What is Rule 502(d) and the Rule 144 Safe Harbor?
- Rule 144a
- What are the disclosure requirements for companies employing an exemption?
- What is the requirement to file Form D?
- What is the effect of failing to register an offering under Section 5?
Discussion Question
Why do you think the SEC requires notification of a claimed exemption from registering a securities issuance? Based upon your conclusions, why do you think the failure to file Form D has very little negative repercussions?