Form D · New and lapsed filers

Missed a Form D or annual amendment? Here's how to catch up.

Form D is due 15 calendar days after the first sale in a Regulation D offering, and an annual amendment is due each year the offering continues. Many first-time issuers and fund sponsors miss one or both. The good news: you can still file, and most states accept late notices.

The rules at a glance

Initial notice: Within 15 calendar days after the first sale
Annual amendment: On or before the anniversary, while the offering continues
State notices: Blue Sky notices and fees in each state where investors are
Filed on: SEC EDGAR (needs EDGAR access codes)

Who this applies to

First-time fund sponsors and SPVs
Startups raising under Rule 506(b) or 506(c)
Funds whose offering is still open after year one
Issuers who sold in new states without a Blue Sky notice

Why it matters

• States can charge late fees and may question sales made before a notice was filed
• Investors, auditors, and allocators check EDGAR — a missing filing raises questions
• A court order for failing to file can block future use of Regulation D (Rule 507)

How to get current

1Confirm the first-sale date and every state where investors live
2Set up or recover EDGAR access (Login.gov, Form ID, CIK)
3File the initial Form D or the missing annual amendment
4File each missing state Blue Sky notice and pay any late fees
5Add next year's amendment date to your compliance calendar

Have us handle it

Form D catch-up filing

$995 per delinquent filing

We bring prior years current, file state notices ($150 per state plus state fees), and write a short remediation memo. Form D packages from $2,500/year.

$2,500 minimum engagement. Smaller items are available to existing clients as add-ons or combined in the $2,500 Missed Deadline Rescue Bundle. Government and issuer fees pass through at cost.

Common questions

Can I still file Form D after the 15-day deadline?

Yes. EDGAR accepts late Form D filings. Filing late does not by itself cancel your Regulation D exemption, but states may charge late fees and you should file as soon as possible.

Do I need a Form D amendment every year?

Yes, if the offering is still open. An amendment is due on or before the anniversary of the most recent filing, and also when certain information changes.

What about state Blue Sky filings?

Most states require a notice and fee for Rule 506 offerings, usually within 15 days of the first sale in that state. Late notices are often accepted with a late fee. Rules vary by state.

Official sources: SEC: Filing a Form D notice

Public-record status does not confirm a violation. Confirm deadlines and requirements with the regulator before filing. This guide is general information, not legal advice.