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Regulation D Filings

Regulation D is a SEC exemption that focuses on private placement offerings.

Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D contains three rules providing exemptions from registration requirements, allowing companies to offer/sell securities without having to register the securities with the SEC. In order to qualify for the Regulation D exemption, issuers must file what is known as “Form D (PDF)” electronically with the SEC’s EDGAR system after they sell their first securities. The SEC rules that Form D must be filed within 15 days after the first sale of securities in the offering. For this purpose, the date of first sale is the date on which the first investor is irrevocably contractually committed to invest. If the due date falls on a Saturday, Sunday or holiday, it is moved to the next business day.

If you are evaluating a securities offering under the Regulation D exemption, you will need to prepare for your Form D filing by applying for SEC Filer Codes. In order to apply, you must fill out and submit a Form ID application to the SEC. Once processed, the SEC will send you correspondence containing your EDGAR filer access codes and a filer identification number, otherwise known as a “Central Index Key” or CIK number. Please note, your Form ID will need to be notarized in order for your application to be considered by the SEC. If you require assistance with filling out your Form ID and submitting it to the SEC, please contact us so we may be of assistance.

With a CIK number and filer access codes, you will now be able to access the SEC EDGAR system to submit your Form D filing and other EDGAR filings as necessary.

For assistance with EDGARizing your Form D and other crowdfunding associated EDGAR requirements, please call us today at 1-877-SEC-FILE or contact us.

Additional Form D Resources:

SEC Final Rule on Securities Act of 1933 Form D (PDF)

Securex Form D Worksheet in Word format

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