William Rosellini

Regulation D Forms & Filings

To start a Reg D Private Stock Sale (or a Note Offering) one needs to map-out a ‘Return On Investment’ scenario (“ROI”) for potential investors, i.e., what they’re going to get in return for investing. Once that’s complete it’s time to draft the required disclosure documents, also known as a Private Placement Memorandum, or PPM. One of the most important pieces of this puzzle, and surprisingly one of the most inexpensive, is the government filings. To claim the proper exemption from securities registration, e.g., Regulation D Rule 504, or 506, one needs to file a Form D with the SEC, and then within the states where investment capital was received. The North American Securities Administrators Association, or NASAA, has provided an Electronic Filing Depository, a.k.a., EFD System. This system allows business owners to file Regulation D forms with the appropriate states.

In most states, within 15 days after receiving capital from investors, one needs to file a Form D using the SEC’s EDGAR system, which is their electronic filing system. After this federal filing, one can file the state required forms on the ‘Electronic Filing Depository‘ (“EFD“); however, this system is recognized by 44 states.

Note: Some states require filings to be done prior to approaching investors in their state.

The remaining six states that still require filings the old-fashioned way, which is, by fax, or snail-mail, are as follows:

• Arizona
• Connecticut
• Florida (currently does not require a notice filing)
• Louisiana
• Massechusetts
• New York

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