SEC Form D Requirements, Regulation D, Notice of Sales

Form D - Notice of Sales
Securities Lawyer 101 Blog

Whether or not a company is selling shares to accredited or non-accredited investors in its private placement offering under Regulation D, it must file a Form D – Notice of Sales with the Securities & Exchange Commission (the “SEC”).  Because a Form D must be filed through SEC’s Electronic Data Gathering, Analysis, and Retrieval Filer Management System (“EDGAR”), the issuer must obtain Edgar filer codes.

Obtaining Edgar Filer Codes

Edgar filer codes are obtained by filing a Form ID with the SEC.  Form ID requires very basic information about the issuer. The SEC requires that the Form ID be manually signed and notarized to ensure that an authorized signatory is submitting the form on the company’s behalf.  Permissible Form ID signatories include a company officer or director or an attorney acting pursuant to a power of attorney.

Form D Disclosures

The issuer should be prepared to provide the following information in its Form D :

● Name and Telephone Number
● Any Prior Names, Type of Corporate Entity, State and Year of Incorporation
● Principal Place of Business
● Related Persons (Officers, Directors and Promoters)
● Industry Group
● Issuer Size Based On Revenue Range or Net Asset Value Range
● Federal Exemption Claimed For the Offering
● Date of First Sale in the Offering
● Whether the Offering Will Last Longer Than A Year
● Type of Security Offered (Debt, Equity, Option Etc.)
● Whether the Offering Is Made In Connection With A Business Combination
● Minimum Investment Accepted
● Salespersons, CRD Number of Solicitor, Address and States of Solicitation
● Total Offering, Amount Sold on Form D filing date and the Amount Remaining to be Sold
● Number of Non-Accredited Investors
● Dollar Amount of Sales Compensation and Finder’s Fees
● Use of Proceeds & Amounts Used to Compensate Officers, Directors & Promoters

For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit   This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855