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Frequently Asked Questions about Form D

When you hire Trowbridge Sidoti LLP to assist with Regulation D offerings under Rule 506, our services include drafting and filing From Ds with the Securities and Exchange Commission (SEC) and the states. State filing fees are charged separately. Below are some frequently asked questions regarding Form Ds:

What is a Form D?

Form D is an 11-page form filed with the SEC to give notice of an exempt offering of securities. It provides basic information about the Company for investors, including the company name, address, officers size of offering, etc.

Do I need to file a Form D?

Any company that has sold securities without registration, pursuant to an exemption under Rule 504 or 506 of Regulation D or Section 4(a)(5) of the Securities Act of 1933, is required to file a Form D. You can’t begin selling securities to fund your business without filing the appropriate paperwork with the SEC.

However, just because a company has filed their Form D with the SEC and with the state securities regulators does not mean that the SEC or any state securities regulator has approved the securities or passed any judgment on the soundness of the securities as an investment.

What happens if I don’t file a Form D?

If you fail to file a Form D, you subject yourself to potential fines, the rights of investors to get their money back and even criminal charges. You may also be prevented from doing future offerings under Regulation D.

When do I file a Form D?

A company must file a federal Form D within fifteen (15) days after the first sale of securities in an offering. A company must file a Form D in each state in which purchasers of the securities reside within fifteen (15) days of the sale in each state. A sale is the date on which the first investor is irrevocably contractually committed to invest. If your filing deadline expires on a holiday, Saturday or Sunday, you must have it submitted by the following business day.

How much does it cost to file a Form D?

The SEC does not charge a filing fee for From D. However, each State has a separate filing charge. State fees generally range from $50-$1000 per filing.

How do I file a Form D?

You may file federal Form Ds online using the SEC’s electronic system. You will need to obtain access codes by filing a notarized informational form with the SEC.

You may file state Form Ds with each state’s securities regulator. Some states require Form D to be filed electronically, some states allow electronic filing and some states do not allow electronic filing.

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