Regulation D - Filing Form D

Companies may use an exemption under Regulation D to offer and sell securities without having to register the offering with the SEC. When relying on such an exemption, companies must file what’s known as a "Form D" within 15 days after they first sell their securities. Form D is a brief notice that includes basic information about the company and the offering, such as the names and addresses of the company’s executive officers, the size of the offering and the date of the first sale. Form D must be filed by an officer of the company or the company's attorney. Also, if you are filing under Rule 506(c), your Form D must be filed two weeks before you begin advertising.

All Forms D must be filed electronically. The Office of Small Business Policy has posted information on its web page about the filing requirements for the Form D.

If you are thinking about investing in a company that is offering securities pursuant to a Regulation D exemption, you should access the EDGAR database to determine whether the company has filed a Form D. If you need a copy of a Form D filed as a paper filing (which will include any Form D filed before September 15, 2008) and not otherwise available online, you can request a copy using the SEC online form. If the company has not filed a Form D, this should alert you that the company might not be in compliance with the federal securities laws.

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