Home Blog Form D Filing: Contents, Filing Steps, Legal Importance

Form D Filing: Contents, Filing Steps, Legal Importance

This page explains what a Form D filing is, how it works, and when to consult with a lawyer from ContractsCounsel.

Jump to Section

What is a Form D Filing?

Form D is a legal notice that informs the U.S. Securities and Exchange Commission (SEC) when securities are being sold without registration. It features information about your company and your investors, so that you can legally sell securities without having to register them.

Filing a Form D is commonly completed by startups when they want to raise capital from investors. If you need to complete this form, you might wonder how to go about it.

Read the rest of this article to learn more about Form D filing, such as what information to include in it and why it’s so crucial to file it on time.

What’s Included in a Form D?

A Form D includes important information such as the following:

  • Issuer information. This includes your company name, address, and the type of business you have.
  • Related persons. The names and addresses of key persons involved in your business, such as directors and officers, need to be included.
  • Details of the offering. You should clearly define the total amount offered, amount sold, and the securities type.
  • Investors. Include the number and type of investors.

What are Important Reasons to File a Form D?

You shouldn’t ignore the importance of Form D submissions. Some good reasons to file a Form D include the following:

  • You’ll stay legally compliant. Filing a Form D is required by law in many U.S. states, so you don’t want to face potential penalties from not submitting the document.
  • You’ll make investors feel secure. When investors see the comprehensive information you’ve provided, they will see that you’re professional and compliant, which will make them want to work with you.

What are the Steps Involved in a Form D Filing?

Filing a Form D is easy, although you have to ensure that you complete it within 15 days of your first sale.

If it’s your first time submitting Form D, you will need to sign up to the SEC’s EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. For this, you’ll have to complete and send a Form ID (see the section below). This form will give you a Central Index Key (CIK), CIK Confirmation Code (CCC), Password Modification Access Code (PMAC), and password.

Once you have your account set up, follow these steps:

  1. File Form D through the EDGAR system. After logging in, you’ll access online forms where you’ll choose ‘Form D’ under ‘Make a filing.’
  2. Once you’ve submitted Form D, you should receive confirmation and the form will be on the EDGAR database. Note that in some U.S. states, you’ll have to file a notice related to the Form D filing.

What is Included in Form ID?

If you have to sign up with the EDGAR system, you’ll need to fill out a Form ID. It requires the following information:

  • Company name (this includes the issuer’s full legal name)
  • Entity type, such as LLC or corporation
  • Business mailing address
  • Primary business address
  • Telephone number
  • Tax or Federal Identification Number
  • State of Incorporation
  • Fiscal year end (include the day and month)
  • Contact information (this includes your name, phone number, and email address)
  • Account information (this includes details of the person who will use the SEC account information to complete your Form D filing)
  • Signature (include your name and title)

After submitting Form ID, you’ll receive confirmation that you have access to the EDGAR system so that you can proceed with filing your Form D.

Tips When Filing Form D

  • You should strive to file your Form D early so you don’t miss the deadline. Filing early also gives you a chance to become familiar with the EDGAR system and ensure you don’t have any login problems that could cause you to miss the filing deadline.
  • Check all the information you’ve provided in Form D so there aren’t any mistakes.
  • Confirm that your company name is an exact match to what’s included in your legal business documents.
  • Ensure clarity about the security class and your offering size. This will prevent follow-ups from the SEC.
  • You want to clarify your investors so that you stay legally compliant.
  • File amendments on time.

When Do You Need to File Amendments?

You should file amendments to Form D when there are changes you need to report. This includes changes to your company, changes to the people mentioned in the original submission, or changes to any incorrect information you previously filed.

It’s also important to file an annual amendment if your offering remains open or you continue to sell securities. This ensures that your filing remains updated and shows that you’re compliant.

What Happens if You Don’t File a Form D?

If you miss the deadline for filing Form D, you risk the following consequences:

  • The capital you raise might not be protected under the SEC’s Regulation D exemption.
  • You could be investigated by the SEC.
  • You might be penalized or prohibited from future offerings.
  • Investors might have concerns about your legal compliance, which could create challenges for raising capital.

Do You Need a Lawyer for Form D Filing?

You don’t usually require assistance from a lawyer to file Form D with the SEC. This is because the process is straightforward and you’ll find the form online. What’s required in the form is simple information you would know, so there shouldn’t be any complications.

However, if you’re dealing with a large sum of money, many investors, or you’re unsure of the process involved, you should consult with a lawyer as it will save you time. Here is how a lawyer can help you:

  • They’ll ensure you don’t miss any deadlines when filing and amending your Form D.
  • They’ll check that you’re using the correct exemption, such as 506(b) or 506(c), so that you don’t make mistakes.
  • They’ll ensure that all your information is clear and honest so that you reduce your risk of the SEC asking you follow-up questions.
  • They’ll help you gather all the important supporting documents you require when filling.
  • They’ll guide you through the process so that it’s simple and stress-free, which is especially beneficial if you don’t have time to do it yourself.

Where can you find a lawyer to help you with a Form D filing?

Hire a lawyer from ContractsCounsel, an online legal marketplace that connects clients with lawyers who have been vetted on the platform. Although filing a Form D is easy, it’s essential to do it correctly, and that’s where a lawyer can help you. They’ll ensure you haven’t made any mistakes that could cost you or result in a lack of legal compliance.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Lawyers

John M. on ContractsCounsel
View John
5.0 (1)
Member Since:
June 4, 2024

John M.

Senior Corporate Counsel
Free Consultation
Foxboro, MA
26 Yrs Experience
Licensed in MA, NY
Boston University School of Law (J.D.)

John Mercer is a distinguished corporate counsel who is well-known for turning legal challenges into strategic assets. He possesses a deep understanding and expertise in intellectual property (IP), compliance, and corporate law, particularly in the pharmaceutical and biotechnology sectors. His proficiency lies in transforming legal complexities into strategic advantages, ensuring operational excellence, and driving innovation forward. John excels at safeguarding an organization's legal interests and integrity, ensuring operations adhere to the law. As a strategic leader, John excels at safeguarding an organization’s legal interests and integrity, ensuring operations adhere to the law. He also brings immense value to his profession through his skills in drafting, negotiating, and managing significant agreements that secure organizational interests with widespread industry impact. His unparalleled expertise in legal advisories significantly enhances compliance and develops risk management frameworks that protect and advance company ambitions. Moreover, John's command over patent and trademark portfolios, alongside his ability to drive innovation initiatives and design incentive schemes, substantially bolsters intellectual property prowess. John's areas of expertise are extensive, covering skills vital to corporate law, legal contract negotiations, material transfer agreements, and more. He is particularly adept in regulatory compliance, legal consulting, clinical trials, biotechnology, patents, and patent portfolio analysis, to name a few. His leadership is complemented by active listening, analytical thinking, problem-solving abilities, and other soft skills that make him a leader and visionary.

Recent  ContractsCounsel Client  Review:
5.0

"Thank you John, I appreciate your very personal effort with quality and practicality in mind."

Jorge R. on ContractsCounsel
View Jorge
5.0 (18)
Member Since:
June 3, 2024

Jorge R.

Managing Attorney
Free Consultation
Burien, Washington
15 Yrs Experience
Licensed in WA
Seattle University

**Bio:** My name is Jorge Ramos, and I am an experienced family law attorney practicing since 2011. Over the years, I have honed my skills and knowledge in family law, having worked with prestigious law firms before establishing my own solo practice. My expertise spans a wide range of family law matters, including divorce, child custody, spousal support, and property division. I am dedicated to providing personalized and compassionate legal representation, ensuring that my clients receive the support and guidance they need during challenging times. My commitment to excellence and client-focused approach have earned me a reputation as a trusted advocate in the field of family law.

Recent  ContractsCounsel Client  Review:
5.0

"Jorge's gave a thorough and complete analysis of my document. Turn around time was superb. Highly recommend."

Emmanuel A. on ContractsCounsel
View Emmanuel
5.0 (1)
Member Since:
June 7, 2024

Emmanuel A.

Law Clerk
Free Consultation
Raleigh, North Carolina
3 Yrs Experience
Licensed in MN
Elon University School of Law

Results-driven young lawyer with over 2 years of combined legal experience. Adept at legal research, contract drafting, reviewing policies, client relations, and case management. Possess a J.D. from Elon Law School and am a member of the Minnesota State Bar in good standing.

Recent  ContractsCounsel Client  Review:
5.0

"Emmanuel is fantastic and very easy to work with! We are so pleased with his quality of work, responsiveness, and attention to detail, and look forward to working with him again on future projects."

Colin M. on ContractsCounsel
View Colin
Member Since:
June 3, 2024

Colin M.

Attorney
Free Consultation
NEWTON, MA
9 Yrs Experience
Licensed in MA
Suffolk University Law School

Experienced attorney with a substantial history of crafting, evaluating, and bargaining multimillion-dollar commercial and government contracts across diverse sectors, encompassing the US Army, DoD contractors, employee benefits, NASDAQ, Pharmaceuticals, and Finance.

Angela B. on ContractsCounsel
View Angela
Member Since:
June 1, 2024

Angela B.

Corporate Counsel
Free Consultation
St. Paul, Minnesota
4 Yrs Experience
Licensed in MN, TX
Mitchell Hamline School of Law

Angela is a business and transactional lawyer counseling clients in multiple facets of their business. Her practice includes commercial contracts, SaaS and technology licensing, intellectual property licensing, real estate contracts, and general business counseling.

Mark L. on ContractsCounsel
View Mark
Member Since:
June 7, 2024

Mark L.

Transactional & IP Attorney
Free Consultation
Boston, MA
19 Yrs Experience
Licensed in MA
Suffolk University Law School

I worked in the Intellectual Property Group at Fidelity Investments for almost 25 years, including managing the group from 2017-2021. I managed and developed the same high-performing group of three legal professionals from 2007-2021. Early in my career at Fidelity, I focused primarily on trademark matters, including trademark searching and clearance, as well as enforcement of trademark rights. In fact, I created Fidelity's trademark and brand protection programs and advanced them over more than two decades, eventually bringing the domestic trademark portfolio in-house and realizing savings of well over $2 million in outside counsel expenses for searching, prosecution and maintenance of US registrations from 2008-2021. Fidelity put me through law school, and I continued working full time while attending law school at night over four years. Upon graduation and passing the bar in 2006, I was promoted to an attorney position effective 1/1/2007. My practice broadened, and I began working on more transactional matters. I became a key transactional attorney for major technology groups and businesses within Fidelity, and negotiated numerous mission critical tech deals, transforming Fidelity's business. I provided transactional and IP support for Fidelity's software development and services affiliate in Ireland, and worked extensively with many of Fidelity's other foreign affiliates. Fidelity's General Counsel handpicked me to provide transactional and IP support to a new business initiative in 2017. That initiative became fintech startup Akoya, LLC, a paradigm-shifting business that enables secure, customer-controlled sharing of personal financial information between financial institutions and service providers. I developed template agreements between Akoya and data providers (financial institutions) and also between Akoya and data recipients (e.g. tax preparation services and financial advisors). Akoya had matured enough to be spun out by Fidelity in early 2020 to a consortium of financial services companies. In 2021, Fidelity offered a voluntary buyout to long-tenured associates, and following the pandemic, coupled with the financial and health benefits included in the package, it was an offer I could not refuse. Days later, my elderly father-in-law broke his hip, and my wife and I became his primary caregivers. It's been a blessing that I was able to contribute to his care and alleviate some of the burden on my wife. He is now in a long-term care facility, and I am eager to return to work as in-house counsel, whether on a contract basis, part time or full time. I did work briefly as a sole practitioner in 2021 and 2022, primarily helping friends, family and pro bono clients with NDAs, business formation issues, consulting agreements and license agreements. From August 2022 - July 2023, I was on the staff of Flex by Fenwick, an in-house counsel on demand business that is a subsidiary of the IP firm Fenwick & West, but did not get any engagements. My wife and I have volunteered for over a year with a dog rescue, Last Hope K9 Rescue, and have fostered several dogs, and adopted two of them!

Robert C. on ContractsCounsel
View Robert
Member Since:
June 5, 2024

Robert C.

Attorney
Free Consultation
Elkhart, Indiana
39 Yrs Experience
Licensed in NY, VA
University of Buffalo Law School

A highly motivated, dedicated attorney (and military veteran) with proven experience in executive corporate leadership, legal risk mitigation, litigation, and legal department management. Skilled in collaborating with all members of the organization to achieve business and financial objectives with high-profile corporations. Instrumental in streamlining and improving processes, enhancing productivity, and implementing sound legal and business solutions.

Robert C. on ContractsCounsel
View Robert
Member Since:
June 5, 2024

Robert C.

Lawyer
Free Consultation
Fort Lauderdale, FL
36 Yrs Experience
Licensed in FL
University of Miami

I have been a lawyer for over 30 years practicing insurance defense, personal injury, commercial litigation and commercial transactions

Liliette A. on ContractsCounsel
View Liliette
Member Since:
June 6, 2024

Liliette A.

Attorney
Free Consultation
Miami, Florida
3 Yrs Experience
Licensed in FL
St. Thomas University, School of Law

I have been in the legal field since 2015 starting as an intern, moving my way up to paralegal to making my final way to Attorney. As an attorney I worked in civil litigation for a brief period of time and then I got into the the immigration field.

Michael P. on ContractsCounsel
View Michael
Member Since:
June 6, 2024

Michael P.

Lawyer
Free Consultation
Walpole, MA
21 Yrs Experience
Licensed in MA, NH
New England School of Law

I have been licensed since 2006 and have extensive experience in family law, personal injury, criminal law, and general litigation. I have a solo practice and I am seeking new opportunities.

kumar p. on ContractsCounsel
View kumar
Member Since:
June 23, 2024

kumar p.

Attorney
Free Consultation
Ny
27 Yrs Experience
Licensed in NY
University of connecticut

24 years experience handling Estate planning, corporate transactions, real estate and drafting of contracts, have represented numerous start ups in New York City and have drafted all types of commercial and investment documents for clients.

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with a legal contract?

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

CONTRACT LAWYERS BY TOP CITIES
See All Corporate Lawyers
FORM D FILING LAWYERS BY CITY
See All Form D Filing Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city