Home Blog Regulation D: Blue Sky, Compliance, Form D, Exemptions

Regulation D: Blue Sky, Compliance, Form D, Exemptions

This page explains regulation d, how it works, compliance tips, and how a lawyer from ContractsCounsel can help you.

Jump to Section

If you’re raising private funds, you’ll have to ensure you comply with all filing requirements. These can include Form D and Blue Sky filings. But how do they differ and what do you need to know about them?

Read the rest of this article to dive deeper into Regulation D and Blue Sky filings.

What is Regulation D?

Regulation D is a Securities and Exchange Commission (SEC) regulation permitting companies to raise funds through private placements without having to register the securities with the SEC.

What is Blue Sky Filings?

All U.S. states have their own securities laws, which are called Blue Sky laws, that protect investors against any fraudulent activities. Blue Sky laws vary in different states, so there are different filing requirements.

How Do You File Form D and Blue Sky Filings?

When you complete a Regulation D offering, you’ll have to file Form D with the SEC. Then, you’ll have to complete your Blue Sky filings, based on where your investors are located.

Here’s how the process works.

Complete Form D

You have to file Form D with the SEC within 15 days after you’ve made your first sale of securities in the offering. If the due date is on a weekend day or holiday, it will be moved to the next business day.

When filing this form, you won’t be charged a fee.

You’ll have to make use of the SEC’s EDGAR (Electronic Data Gathering, Analysis and Retrieval) system when filing Form D. If you are new to EDGAR, you’ll have to submit Form ID so that you get access to EDGAR.

When you have been logged into the EDGAR system, you will select ‘Form D’ under the ‘Make a Filing’ section.

Comply with State Securities Regulations (Blue Sky Laws)

States have different securities laws, so it’s up to the company who is selling securities to ensure they are compliant with all state securities regulations.

Although offers and securities sales conducted under Rule 506(b) and Rule 506(c) aren’t subject to state registration and review, those offerings are subject to state requirements. What this means is that you might need to file a notice, as the SEC states. There could be fees involved.

If you need more information about this, you should contact the state securities regulators in your state.

What are Exemptions for Blue Sky Laws?

There are various exemptions for the registration mandate under Blue Sky laws. Some of these are related to Regulation D offerings.

  • If the issuer is trying to raise an unlimited amount of money from accredited inventors, they don’t have to register the offering. This is known as Rule 506 of Regulation D.
  • Convertible notes, which are sometimes used during the financing process of startups, can qualify for exemptions, as long as they were issued by the company and were converted into stock. Similarly, if they were issued in a private offering, such as Regulation D’s Rules 506(b) or 506(c). Convertible notes don't automatically qualify for exemptions. Rather, they must be issued with an available exemption.

It’s worth keeping in mind that even if your offering is exempt from SEC registration, you will have to stay informed about state-level compliant requirements, such as filing a notice. If you don’t comply, you can face hefty fines and rescission rights for investors.

What are Blue Sky Requirements?

Reg D offerings such as Rule 506(b) and 506(c) only need a notice filing in most states. This includes filing Form D and consenting to services of the process with the state. Form D must usually be filed within 15 days of the first sale.

Other offerings, such as Tier 1 Reg A offerings, are subject to state review, which could include a merit review. This is when the state regulator has to decide if the offering is fair to investors.

What Mistakes Should You Avoid with Blue Sky Laws?

To ensure compliance, there are some things to avoid so that you maintain compliance.

  • Don’t assume that a federal SEC exemption means you don’t have to complete a state filing, such as for Reg D.
  • Don’t miss the filing deadlines. If you don’t file your Reg D offering within 15 days of, or before, the sale, it could result in penalties of thousands of dollars.
  • Don’t assume you can engage in solicitation. Reg D Rule 506(b) prohibits general solicitation. If you engage in it, you will lose the exemption, which will affect state pre-emption.
  • Don’t think your filing requirements are done after the first submission. You might have to submit an amended filing. If you violate the ongoing requirements, you could face enforcement issues.

Do You Need a Lawyer for Regulation D?

Based on the complex rules regarding Reg D and Blue Sky laws, it’s in your best interest to work with a lawyer for your offerings. Here are some ways in which your lawyer will help you.

  • They’ll help you choose the best Reg D offering for your business needs.
  • They have knowledge of all state laws regarding securities so that you remain compliant.
  • They’ll help you with all filings required, and ensure that you complete them on time.
  • They’ll help you draft and review your PPM (Private Placement Memorandum) documents as well as others that are required for investors.
  • They’ll coordinate your Blue Sky filings.
  • They’ll help you navigate advertising your offering so that you don’t do anything that could put your exemption at risk.
  • They’ll manage amendments should these be required for Form D, so that you remain compliant.

How to Hire a Lawyer for Regulation D

If you need to hire a lawyer, you can do so on ContractsCounsel, an online legal marketplace where clients can connect with experienced, vetted lawyers. They’ll structure your offering, ensure you remain compliant, and help you through every step of the Reg D process. They can also draft or review your documents to reduce your liability risk.


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

Dimitry K. on ContractsCounsel
View Dimitry
5.0 (1)
Member Since:
November 14, 2023

Dimitry K.

Managing Partner
Free Consultation
Philadelphia
18 Yrs Experience
Licensed in NJ, PA
Rutgers School of Law-Camden

Prior to becoming an attorney, Mr. Dimitry Alexander Kaplun had been involved with many industries and professions, and helped manage, create, and advise a wide range of businesses around the world. While at Drexel University as a computer science major, he became an NASD licensed representative and was employed by Fortune 100 insurance companies, including Prudential, AIG, and NY Life, first specializing in financial investments for life and annuity products, and then expanding his expertise to mutual finds, stocks, environmental insurance, and real property. Due to his technical expertise and a clear understanding of business rules, he was soon brought on board to help assist those companies with coding their interface for the Y2K switch. Soon after switching his major to business, Mr. Kaplun worked for a telecommunication service company first in quality assurance and then as a database programmer and developer, with sole and exclusive responsibilities for a multitude of warehouses located around the continental United States. Working on-site and from the company headquarters, he was responsible for streamlining processes for internal departments while fulfilling the quickly changing needs to the company clients, most notably Verizon Wireless. Mr. Kaplun opened his practice in 2008. Prior to starting his practice, he worked as a paralegal instructor for Prism Career Institute, creating the lesson plans for the whole program and focusing his instruction on substantive and procedural laws for general practitioners. Mr. Kaplun also worked as an associate for The Law Office of Keith Owen Campbell PC, focusing on Family and Matrimonial Law, and assisted the law firm of Jeffrey Neu and Associates in securities research as well as various contact and sales agreements, mainly online reseller agreements. He currently focuses his energy on representing individuals and companies in liability insulation, contracts and business agreements, and other legal concerns that crop up in the regular operation of doing business.

Muhammad Yar L. on ContractsCounsel
View Muhammad Yar
5.0 (4)
Member Since:
November 16, 2023

Muhammad Yar L.

Technology Lawyer
Free Consultation
Pakistan
8 Yrs Experience
Licensed in NY
University of London

I am Muhammad Yar Lak, a New York-licensed technology attorney with extensive experience advising startups, founders, growing businesses, established companies (including Fortune 100 clients), and individuals on the legal matters that shape how they operate, grow, and protect what they have built. My practice covers business relationships, operational and contractual risk, and corporate structure, including the formation and structuring of LLCs and corporations. I hold a law degree from Georgetown University Law Center and am admitted to practice in New York. I am also CIPP/US certified, reflecting my commitment to privacy and data as core concerns in modern business and technology law. I practice as a Senior Associate with Gogo & Moore, a technology-focused law firm with offices in Aspen, Atlanta, and New York. I have built my practice around the industries defining the next decade, including technology, fintech, artificial intelligence, blockchain and digital assets, and e-commerce, while also serving clients in healthcare, manufacturing, real estate, and entertainment. Wherever my clients are building, I am there. My approach is simple: good legal counsel should empower people, not slow them down. I work hard to understand what my clients are actually trying to accomplish and help them get there. If that sounds like the kind of lawyer you are looking for, I would be glad to connect.

Recent  ContractsCounsel Client  Review:
5.0

"Muhammad did great work very quickly and was responsive to my time needs at his own expense. I am grateful."

Taren C. on ContractsCounsel
View Taren
5.0 (4)
Member Since:
December 4, 2023

Taren C.

Attorney
Free Consultation
Royal Palm Beach, Florida
6 Yrs Experience
Licensed in FL
Nova Southeastern University

The Castro Law Firm, located in Royal Palm Beach, Florida, provides a range of legal services to clients that focus on probate, estate plannnig and guardianship matters. Our staff is fluent in Spanish. We offer free consultations and virtual appointments.

Recent  ContractsCounsel Client  Review:
5.0

"Excellent attention and response to questions and and problem identification."

Artem V. on ContractsCounsel
View Artem
5.0 (1)
Member Since:
December 4, 2023

Artem V.

Attorney
Free Consultation
New York; Texas
6 Yrs Experience
Licensed in NY, TX
Fordham University School of Law

Attorney licensed in New York and Texas, with experience in real estate, corporate and finance transactions, contracts, intellectual property, and privacy matters. Artem provides practical, business-focused legal support to startups and small to mid-sized companies, delivering solutions across corporate, commercial, and general business needs.

Recent  ContractsCounsel Client  Review:
5.0

"Working with Artem was a great experience from start to finish. He was professional, approachable, and incredibly helpful, always making sure my questions were answered and that I fully understood each step of the process. I truly appreciated his time, patience, and expertise. It was a pleasure working with him, and I would not hesitate to recommend him to others or work with him again in the future."

Kenneth G. on ContractsCounsel
View Kenneth
4.9 (12)
Member Since:
November 25, 2023

Kenneth G.

Partner
Free Consultation
Washington, DC
19 Yrs Experience
Licensed in DC, PA
Georgetown University

Kenneth E. Gray, Jr. is a business and tax attorney who advises entrepreneurs, investors, and closely held companies on transactions, tax planning, disputes, and long-term wealth structuring. He focuses on helping clients make legally sound decisions that also make business sense. Ken’s practice includes business formation and restructuring, mergers and acquisitions, private investments and fundraising transactions, contract drafting and negotiation, and cross-border matters. He also maintains a significant tax practice, advising on federal and state structuring, specialty filings (including partnership, corporate, and non-resident matters), and representing clients in disputes before the U.S. Tax Court and other federal and state tribunals. In addition to his transactional work, Ken handles commercial and business litigation, including tax controversies, financial disputes, and partnership matters. His litigation experience informs how he structures deals and governance documents, with an eye toward preventing disputes before they arise. Ken also advises individuals and families on estate planning, trust formation, tax-efficient wealth transfer strategies, and probate administration, including planning involving closely held businesses and foreign assets. Before practicing law, Ken worked in banking and private equity, including managing a $5 billion emerging markets fund-of-funds portfolio at the U.S. Overseas Private Investment Corporation (OPIC) and serving in equity research at ABN AMRO. That financial background allows him to understand transactions from both the legal and capital perspective. He holds a J.D. from Georgetown University Law Center and an MBA from Yale University. He practices before the U.S. Tax Court, various state courts, and other federal courts.

Recent  ContractsCounsel Client  Review:
5.0

"Kenneth was great to work with, and gave insightful legal advice. He respond quickly and working with him made me feel like I was in good hands."

Francine L. on ContractsCounsel
View Francine
Member Since:
November 15, 2023

Francine L.

Legal Counsel
Free Consultation
New York, New York
38 Yrs Experience
Licensed in NY
Quinnipiac University School of Law

I am a multi-degreed attorney with more than 17 years of criminal trial experience and more than 15 as a general legal consultant. I'm licensed to practice in New York State.

Jana B. on ContractsCounsel
View Jana
Member Since:
November 21, 2023

Jana B.

Commercial & Privacy Lawyer
Free Consultation
San Francisco
20 Yrs Experience
Licensed in CA
Universtiy of San Francisco

I am a Silicon Valley tech lawyer with over 13 years of in-house experience and additional years in BigLaw. I provide tech licensing, data privacy, employment, international expansion, go to market, and other corporate and commercial legal services to clients in software, SaaS, bio-tech, cryptocurrency, financing, and construction business. I currently run my own practice concentrating on transactional, commercial, corporate or employment matters. Prior to starting my own practice, I joined as the first in-house counsel to lead the global legal strategy to bring tech products to market, increase revenue, decrease exposure to risk, and raise venture funding for HashiCorp Inc., currently an unicorn technology company with evaluation over $5 billion and venture funding over $350 million; Sysdig Inc., a technology company with venture funding of $195 million; and Anaplan Inc., currently a publicly traded company on the US Stock Market. Furthermore, I acted as in-house counsel advising leading technology enterprise companies such as HP, VMware, and Genentech and currently act as member of strategic advisory boards to several technology companies located globally

Andrew R. on ContractsCounsel
View Andrew
Member Since:
November 28, 2023

Andrew R.

Staff Attorney
Free Consultation
New York, NY
4 Yrs Experience
Licensed in NY
Benjamin N. Cardozo School of Law, Yeshiva University

I'm a tenants rights attorney based (and licensed) in New York. My expertise includes filing complaints and responsive pleadings as well as reviewing leases and contracts and motion practice.

Tayane O. on ContractsCounsel
View Tayane
Member Since:
December 4, 2023

Tayane O.

Attorney
Free Consultation
Boca Raton, Florida
9 Yrs Experience
Licensed in FL
Nova Southeastern University, Shepard Broad College of Law, Cum Laude

Tayane M. Oliveira is a founding partner at Vannucci Oliveira. With a concentration in family law, Tayane is renowned for her commitment to providing compassionate yet powerful representation to her clients. Her experience as an associate attorney at Brodzki Jacobs & Brook, coupled with her unwavering dedication to her clients' welfare, prepared her for her current role at Vannucci Oliveira. Tayane's academic achievements are a testament to her rigorous intellectual curiosity and dedication to her profession. She graduated with a Bachelor of Arts degree in Criminal Justice, supplemented by a minor in Psychology, from Florida Atlantic University in 2013. The culmination of her academic pursuit came in 2017, when she earned her Juris Doctor degree, cum laude, from the esteemed Nova Southeastern University's Shepard Broad College of Law. Before co-founding Vannucci Oliveira, Tayane honed her skills in the heat of the courtroom, representing clients in an array of general civil litigation matters. This diversified exposure instilled in her an ability to tackle complex legal challenges, a skill she employs to benefit her clients in family law. Originally from Brazil, Tayane brings an international perspective to her practice. When not delving into legal briefs or advocating for her clients, she indulges in travelling, reading, spoiling her puppies, and exercising, activities that not only rejuvenate her but also provide her with a broader perspective on the world and her practice. *Supreme Court Certified Portuguese Speaking Mediator

McCoy S. on ContractsCounsel
View McCoy
Member Since:
December 4, 2023

McCoy S.

Founding Attorney
Free Consultation
Portland, Oregon
35 Yrs Experience
Licensed in CA, NY, OR, WA
University of Virginia

P. McCoy Smith is the Founding Attorney at Lex Pan Law LLC, a full-service technology and intellectual property law firm based in Portland, Oregon, U.S.A and Opsequio LLC, an open source compliance consultancy. Prior to his current position, he spent 20 years in the legal department of a Fortune 50 multinational technology company as a business unit intellectual property specialist; among his duties was setting up the free & open source legal function and policies for that company. He preceded his in-house experience with 8 years in private practice in a large New York City-based boutique intellectual property law firm, working simultaneously as a U.S. patent litigator and U.S. patent prosecutor. He was also a patent examiner at the U.S. Patent & Trademark Office prior to attending law school. He is licensed to practice law in Oregon, California & New York and to prosecute patent applications in the U.S. Patent & Trademark Office; he is also a registered Trademark and Patent Agent with the Canadian Intellectual Property Office. He has degrees from Colorado State University (Bachelor of Science, Mechanical Engineering, with honors), Johns Hopkins University (Masters of Liberal Arts) and the University of Virginia (Juris Doctor). While in private practice, and continuing into his in-house career, he taught portions of the U.S. patent bar exam for a long-standing and well-known patent bar exam preparation course, and from 2014-2020 was on the editorial board of the Journal of Open Law, Technology & Society (JOLTS), and starting in 2023 will be on the editorial board of the American Intellectual Property Law Quarterly Journal (AIPLAQJ). He is the author or co-author of chapters on open source and copyright and patents in “Open Source Law, Policy & Practice” (2022, Oxford University Press). He lectures frequently around the world on free and open source issues as well as other intellectual property topics.

Eliza J. on ContractsCounsel
View Eliza
Member Since:
December 6, 2023

Eliza J.

Family Law Attorney
Free Consultation
REMOTE
5 Yrs Experience
Licensed in CA
JFKU SCHOOL OF LAW

Eliza brings a distinguished track record of delivering outstanding results for her clients, showcasing expertise across a spectrum of legal areas. Eliza is not just an attorney; she's your dedicated advocate with a proven record of achieving excellent results for her clients. Her representation spans numerous family law cases, including dissolutions, custody, support, probate, and civil litigation matters. Eliza's unique background as a Registered Nurse and licensed Attorney sets her apart. Before establishing her law practice, she served as a Registered Nurse in various hospitals across Los Angeles and the Bay Area. Notably, she contributed to prominent institutions such as Los Angeles County Public Health and the City of Anaheim. Additionally, Eliza ventured into entrepreneurship, managing her own Professional Fiduciary and Consulting business. Her legal acumen extends to civil litigation, personal injury, medical malpractice, nursing home abuse, worker's compensation, and family law matters. Eliza earned her Bachelor's Degree in Nursing and Public Health from CSU Dominguez Hills. In 2008, she furthered her education, obtaining a Master's Degree in Nursing, Administration, and Healthcare Management, along with a Quality Improvement Certificate. Eliza culminated her academic journey by earning her law degree from the JFK University of Law in 2016. Eliza's multidisciplinary background uniquely positions her to navigate the intricacies of legal matters, offering a comprehensive and compassionate approach to her client's diverse needs. Eliza's diverse background uniquely positions her to understand and address your legal needs comprehensively. Trust her to navigate your case with care and dedication, ensuring you receive the support you deserve.

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
REGULATION D LAWYERS BY CITY
See All Regulation D 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