The short answer
Form D is a notice a company files with the SEC after selling securities in an exempt offering under Rule 504 or 506 of Regulation D (or Section 4(a)(5)). It's due within 15 days after the date of first sale, is filed online through EDGAR, and carries no SEC filing fee.
- Form D is a notice of an exempt offering, not a registration.
- It's due within 15 days after the date of first sale.
- The date of first sale is when the earliest investor is irrevocably committed.
- The SEC charges no fee, but states may require their own notice filings and fees.
What it is
Most startup rounds rely on Regulation D to avoid registering securities with the SEC. Form D tells the SEC that you've done so: who the company is, which exemption you used, how much you're raising and related details. According to the SEC, a company must file it within 15 days after the date of first sale, which the SEC defines as the date on which the earliest investor is irrevocably contractually committed to invest. If the due date falls on a weekend or holiday, it moves to the next business day.
How filing works
Form D is filed online through EDGAR. New filers request EDGAR access with Form ID, and the individual filing needs Login.gov credentials linked to the company's EDGAR account. The SEC notes that a filer has one hour after their last keystroke to complete the form, so gather the information before logging in. The SEC doesn't charge a filing fee for Form D or amendments. States can still require notice filings and collect fees for Rule 506(b) and Rule 506(c) offerings.
Worked example (hypothetical)
A founder signs a SAFE with an angel on April 3, and the angel is committed from that day. Fifteen days later is April 18; if that's a Saturday, the deadline moves to Monday, April 20. The company's lawyer files Form D on EDGAR by then and checks the notice rules in each investor's state.
Why it matters to a pre-seed or seed founder
Missing Form D is a common cleanup item in later diligence. Ask your lawyer to own it from your earliest SAFE. See due diligence and accredited investor.
Frequently asked questions
Does a SAFE round need a Form D?
If the SAFEs are sold under Rule 506(b) or 506(c), yes: the notice is due within 15 days after the date of first sale.
Is there an SEC fee for Form D?
No. The SEC charges no filing fee for a Form D notice or amendment. States may charge their own fees.
Where is Form D filed?
Online through the SEC's EDGAR system, after the company obtains EDGAR access.