Quick Answer
An issuer selling under the small-offering exemption or either uncapped safe harbor must file a Form D notice with the SEC no later than 15 calendar days after the first sale, moving to the next business day on a weekend or holiday. Filing happens electronically, with amendments required for most changes and annually while the offering continues.
Form D is a notice, not a disclosure document; it identifies the issuer, the exemption relied on, and offering details rather than describing the investment itself. It also has nothing to do with FINRA's separate private-placement filing requirement for member firms, which is a different filing to a different regulator.
When Must an Issuer File Form D, and With Whom?
- Due no later than 15 calendar days after the first sale in the offering.
- If the 15th day falls on a weekend or holiday, the deadline moves to the next business day.
- Filed electronically through the SEC's Electronic Data Gathering, Analysis, and Retrieval System (EDGAR).
- Must be signed by a person the issuer duly authorized.
When Must an Issuer Amend a Filed Form D?
An issuer may amend a filed Form D at any time, and must amend it:
- To correct a material mistake
- To reflect a change in the information provided, not only a material one. Two carve-outs: no amendment is needed for a change that happens after the offering terminates, or for a change that falls solely within a closed list of nine minor items
- Annually, if the offering is still continuing, on or before the anniversary of the original filing or of the most recent amendment to it. An amendment resets the annual clock
One of those nine, worth knowing, is an increase in the number of non-accredited investors, as long as the total stays at or under 35.
Whatever triggers an amendment, the issuer must bring every item on the form up to date, not only the item that changed.
Exam Tip: Gotchas
- Form D is a filing with the SEC. It is a different filing, to a different regulator, than FINRA's own private-placement filing requirement for member firms. Completing one does not satisfy the other.
What Should You Check on Exam Day?
- Confirm the Form D deadline is 15 calendar days after the first sale, moving to the next business day on a weekend or holiday.
- Remember Form D files electronically and needs a duly authorized signer.
- Distinguish the three amendment triggers: a material mistake, a change in the information filed, and the annual anniversary update while the offering continues.
- Check the two carve-outs before answering that a change forces an amendment: a change after the offering ends, and a change confined to one of the nine listed minor items.
- Confirm Form D is an SEC filing, separate from FINRA's own private-placement filing requirement.