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Filing Form D

To use Regulation D the SEC requires all small business owners, selling securities in a Regulation D Offering, to file a “FORM D.” 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:

Does the SEC charge a fee?
No, there is no fee. However, again, it is time consuming.

How long does it take?
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.

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When to file a Form D

Technically, companies raising capital in reliance on Regulation D have up to 15 days following the first receipt of capital to file their Form D with the SEC.

However, if you read the SEC’s website closely you’ll notice that they warn investors about investing in companies who have not filed their Form D. They recommend to investors that they check to make sure the company soliciting an investment has at least filed their Form D.

Obviously, if you wait to file until after you receive capital you wouldn’t show up in the Edgar database, and this may be a deal breaker for certain investors. Especially if you’re taking advantage of the new 506(c) general solicitation, contacting investors you don’t necessarily know.

If there’s one thing we’re all sure of, it’s that investors are conducting a lot more due diligence these days. So, our recommendation, and it seems the SEC’s recommendation, is to file your Form D before contacting investors.

It’s FREE. The SEC does not charge to file a Form D.