Skip to content
Rounds

Sec Form D: The 15-day filing notice for exempt offerings

A Form D is a required notice filed with the SEC after a company sells securities in an exempt offering. This guide covers what it is, when it’s due, and how to file it.

OSH Desk2 min read

When a startup raises capital, it often involves selling securities in a way that is exempt from the full registration requirements of federal law. When this happens, the company must notify the U.S. Securities and Exchange Commission (SEC) by filing a Form D [1]. This form serves as an official notice of an exempt offering of securities [1].

What a Form D Is

A Form D is a notice that companies must file with the SEC after selling securities without registration under the Securities Act of 1933 [1]. This applies to specific exempt offerings, including those structured under Regulation D’s Rule 504 or Rule 506, alongside Section 4(a)(5) of the Securities Act [1]. It is a brief notice that discloses basic information about the company and the offering.

Form D Filing Deadline

Startups are required to submit the Form D within 15 calendar days of the initial securities sale [1]. The SEC defines the "date of first sale" as the day the first investor becomes irrevocably and contractually committed to making the investment [1]. If this 15-day deadline happens to fall on a Saturday, Sunday, or a public holiday, the due date is extended to the next business day [1].

How to File a Form D

Form D notices, as well as any amendments, must be submitted electronically using the SEC’s online EDGAR (Electronic Data Gathering, Analysis and Retrieval) system [1]. There is no fee for the filing itself [1].

First-time filers or those who need to regain access to the system must first submit a Form ID to create EDGAR credentials [1]. Once logged in to file, there is a time limit to be aware of: the session will time out one hour after the last keystroke [1]. To avoid losing work, the SEC suggests filers gather all necessary information before starting the online submission, potentially by filling out a paper version of the Form D as a worksheet [1].

The process begins on the SEC’s Online Forms Login page. After logging in, the filer should select “Form D” from the “Make a Filing” menu [1].

Filing Cost

There is no filing fee charged by the SEC for submitting a Form D notice or any subsequent amendments [1].

Questions and answers

What is the purpose of a Form D?

It serves as a notice to the SEC that a company has sold securities in an offering that is exempt from the standard, more extensive registration requirements.

What is the deadline for filing a Form D?

A company must file a Form D within 15 days of the first sale of securities, which is defined as the date the first investor is contractually committed to invest.

Is there a fee to file a Form D?

No, the SEC does not charge any fees for filing a Form D notice or for any amendments to it.

How is a Form D filed?

Form D must be filed online using the SEC's EDGAR system. Filers have a one-hour window to complete the submission after their last keystroke.

TopicsFundraising playbookPre-seed & seed

Sources

  1. 1.Filing a Form D Notice — sec.gov · Official

Researched and drafted with AI tools under OSH editorial rules. Every fact links to its source. Editorial policy · Suggest a correction