Filing a Form D
Filing a Form D

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Filing a Form D
  • Timing for filing a Form D
  • How to file a Form D notice
  • Information required by a Form D notice
  • Future proposals

This Practice Note briefly looks at timing and detail required when filing a Form D with the US Securities and Exchange Commission (SEC). Produced in partnership with Patrick Simpson and John R. Thomas of Perkins Coie LLP.

Timing for filing a Form D

A Form D notice must be filed with the SEC no later than 15 days following the 'date of first sale' of securities in reliance on Regulation D. This is generally considered to be the date at which the first contract for investment was signed or the date of first funding.

How to file a Form D notice

All Form D notices must be filed electronically using the SEC's EDGAR filing system. To use the EDGAR system, the issuer must obtain a Central Index Key (CIK) number. The CIK number is a 10 digit number assigned to each issuer making filings with the SEC. The issuer can apply for a CIK number by completing a Form ID, available at EDGAR. A CIK number will be assigned to the issuer within a matter of days and sent to the issuer by email.

After obtaining the CIK number, the issuer or legal counsel may then use the CIK number to electronically complete and file the Form D notice at EDGAR online forms by selecting 'Make a Filing'