To use Regulation D the SEC requires all small business owners, selling securities in a Regulation D Offering, to file a “FORM D.” It’s important to note, this is a notice filing, rather than a registration filing. To simplify the filing process the SEC requires that issuers file all forms using the EDGAR Filing System. As with most government systems Edgar can be quite complex, so we’ve provided the following information to help:
There are two notice filings that need to take place to conduct a Reg D capital raise:
- SEC Filing (no fee), and
- State Filing (each state has a fee).
How do I file with the SEC?
The SEC uses the EDGAR System to file documents. Use the links below as follows:
To gain access to EDGAR click “EDGAR Sign Up,” then click “Press Here to Begin,” then in the upper left, under ‘Filer Management,’ click “Apply for EDGAR Access (New):”
* After the SEC has approved your account click on “Edgar Forms Website” to file your Form D.
How long does it take?
After your filing has been accepted it typically takes a few days, but sometimes it gets completed within a few hours. It depends on how busy they are at the SEC. Although the filing gets uploaded via the Internet, an account must be set up at the SEC before the Form D can be filed. The SEC approves each account by hand, which typically takes 1-2 business days. After the account is set up the Form D can be filed fairly quickly.
Should I also file in my State?
Yes. Most States require that you file a Form D, and some States have additional forms and fees. NASAA has implemented an Electronic Filing Depository System, or “EFD.” They charge a fee (currently $160) to use this system, however, most States are included in the system. This gives you a way to make sure you’re complying with your State securities laws. Note: If you do some research in your State, it’s fairly easy to file the Form D and pay the fee, without going through the EFD.