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Regulation D - Form D Filing Requirement

Requirement to File Form D

Written by Jason Gordon

Updated at September 25th, 2021

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Table of Contents

What is the requirement to file Form D?Discussion QuestionAcademic Research

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?

Academic Research


regulation d form d filing

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