Form D

What is a Form D and how do I file it?

Regulation D is a series of rules that govern commonly used regulatory exemptions that companies can use to sell securities.  Regulation D requires that companies file a notice of their offering with the SEC using Form D. The SEC does not charge any fees to access the filing system or to file a Form D notice or amendment. Your Form D will be publicly available after filing, as will some information from your Form ID application. Because you submit a Form ID application prior to your Form D, information from that application may be available before you file your Form D.

When do I file a Form D?

Companies must file this notice using the SEC’s electronic filer system called “EDGAR” within 15 days after the first sale of securities. An amendment is required annually if the offering is ongoing for more than 12 months, or if certain of the information in the notice changes.

How do I file a Form D?

To file Form D, a company must have its own unique SEC identification number (called a “Central Index Key” or “CIK” number) and a set of password-like “access codes.”

Step 1. Do you already have CIK number and access codes?

No → Go to Step 2

Yes → Skip to Step 3

Unsure ?

→ To determine if you already have a CIK number, enter your company name in the Company CIK Lookup.

Have a CIK number but no access codes?

→ Go to the Filer Management Website, click “Press here to Begin,” and follow the instructions to “Generate Access Codes” or “Update Passphrase,” if necessary.

Learn more about CIK numbers and access codes.

Step 2. Apply for a Form ID

If you do not have a CIK, complete the Form ID application online:

→ Sign and notarize the Form ID application

→ Upload and submit the notarized document between 6am-10pm ET Monday through Friday

→ Timeline: allow at least two business days for the SEC to process. Consider filing your Form ID application as soon as you determine that you may raise money under Regulation D. Please note that some information from this application will be publicly available.  

Once accepted, the SEC will email your CIK number and information on how to generate your access codes in EDGAR. You must have your passphrase and CIK number to complete this process.

Learn more about Form ID.

Step 3. File your Form D

Go to EDGAR and log in using your CIK and access codes. Choose “Form D” under “Make a Filing.”

After you complete and submit your Form D, an email message will notify you of the status of your submission.

Questions about the filing process?

→ Contact Filer Support at (202) 551-8900 and choose option #4.

Questions about the Form D information requirements?

→ Check out these resources:

• Form D Filing Compliance Guide
• SEC Staff’s Compliance and Disclosure Interpretations Sections 130 and 257

→ Contact the SEC’s Office of Small Business Policy at (202) 551-3460.

This resource represents the views of the staff of the Office of the Advocate for Small Business Capital Formation. It is not a rule, regulation, or statement of the Securities and Exchange Commission (“Commission”). The Commission has neither approved nor disapproved its content. This resource, like all staff statements, has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person. This resource does not provide legal advice. This resource was produced and disseminated at U.S. taxpayer expense.

Have suggestions on additional educational resources? Email smallbusiness@sec.gov.