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Form D: Notice of Exempt Offering of Securities

Research Start-Ups and Business Formations

The SEC Regulation D provides an exemption from the SEC registration requirement for the issuance of "private placements," meaning the issuance of "limited offerings" or securities. Regulation D also exempts these companies from issuing a prospectus. Companies qualify it they plan to raise under $1 million in a 12-month period or plan to seek funding under $5 million.  Investors must be "accredited" by meeting specific net worth requirements. The number of investors is limited to 35 although read the CFR for full information.

Form D provides:

  • a description of the security
  • Entity type
  • Industry group
  • Issuer size
  • Number of investors
  • Amount offered and sold
  • Minimum amount of investment accepted
  • Use of proceeds

See CFR Title 17 Sec 230.504
CFR Title 17 Sec 230.506
SEC Rule 503

Small Business and the SEC

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