DISCLAIMER – READ CAREFULLY
The following template is provided solely for general informational purposes to assist licensed attorneys in preparing a U.S. Securities and Exchange Commission (“SEC”) Form D filing. It is not legal advice, does not create an attorney–client relationship, and may require significant modification to fit specific facts, issuer characteristics, and jurisdictional nuances. Counsel should review 17 C.F.R. § 239.500 and Regulation D (17 C.F.R. §§ 230.501–230.508) in their most current form and confirm that this template remains accurate before filing.
SEC FORM D
Notice of Exempt Offering of Securities
[ISSUER LEGAL NAME]
[// GUIDANCE: The SEC’s electronic Form D contains fixed data-entry fields. The text below is designed as a drafting/issue-spotting aid to gather the required data points before inputting them into the EDGAR online form. Bracketed terms should be completed or deleted as appropriate.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Data Compilation Worksheets (Items 1–16)
- Representations & Warranties
- Covenants & Undertakings
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
Form Type: U.S. Securities and Exchange Commission Form D — Notice of Exempt Offering of Securities
Issuer: [Issuer Legal Name], a [State/Country] [Corporation/LLC/L.P./Other]
CIK: [Central Index Key]
Date of First Sale: [MM/DD/YYYY] (or “None yet” if no sales)
Reliance On: Regulation D, Rule [504 / 506(b) / 506(c)]
Filing Type: [Initial / Amendment]
Effective Date: Upon electronic acceptance by the SEC (EDGAR timestamp)
Governing Law & Forum: Federal securities laws; exclusive jurisdiction in U.S. federal courts
2. DEFINITIONS
The following capitalized terms are used throughout this Template:
“Commission” – The U.S. Securities and Exchange Commission.
“Filing” – This Form D submission, together with all exhibits and amendments.
“Issuer” – [Issuer Legal Name], including any predecessor entities and any entity the Issuer controls or is under common control with for purposes of Regulation D.
“Regulation D” – 17 C.F.R. §§ 230.501–230.508, as amended.
“Rule 506(b)” / “Rule 506(c)” / “Rule 504” – The specified exemptions within Regulation D relied upon for this Offering.
“Offering” – The private placement of securities described in this Filing.
“Related Persons” – Each executive officer, director, managing member, or promoter of the Issuer, as defined in Item 3 of Form D.
[// GUIDANCE: Add or delete defined terms as relevant to your client’s fact pattern.]
3. DATA COMPILATION WORKSHEETS (FORM D ITEMS 1–16)
[// GUIDANCE: Each Item below mirrors the official Form D layout. Prepare complete, accurate responses before logging into EDGAR. Inaccuracies can trigger SEC comment or enforcement.]
ITEM 1. ISSUER IDENTIFICATION
• Exact name of Issuer: [__]
• Jurisdiction of Incorporation/Organization: [State/Country]
• Year of Incorporation/Organization: [YYYY]
• Previous names (if any) within past five years: [N/A or list]
• Entity Type: [Corporation / Limited Liability Company / Limited Partnership / Other]
• NAICS Code: [____]
ITEM 2. PRINCIPAL PLACE OF BUSINESS
• Address Line 1: [_]
• Address Line 2: [_]
• City / State / ZIP / Country: [__]
• Phone: [(XXX) XXX-XXXX]
ITEM 3. RELATED PERSONS (EXECUTIVE OFFICERS, DIRECTORS, PROMOTERS)
[Insert table – Name, Position, Address, Relationship to Issuer]
ITEM 4. INDUSTRY GROUP
Select applicable box(es): [☐ Banking / ☐ Biotechnology / ☐ Real Estate / ☐ Technology / etc.]
ITEM 5. ISSUE TYPE
• Equity ☐ • Debt ☐ • Option/Warrant ☐ • Security To Be Acquired Upon Exercise ☐ • Pooled Investment Fund ☐ • Other ☐ (describe)
ITEM 6. FEDERAL EXEMPTION & EXCLUSION CLAIMED
• Rule 504 ☐ • Rule 506(b) ☐ • Rule 506(c) ☐
ITEM 7. INVESTMENT FUND INFORMATION (if applicable)
[Management, minimum investment, etc.]
ITEM 8. SALES COMPENSATION
[Name of Broker-Dealer, CRD No., States in which registered, etc.]
ITEM 9. USE OF PROCEEDS
Total Offering Amount: $[_]
Total Amount Sold (to date): $[]
Total Remaining to be Sold: $[__]
Use of Proceeds: [General working capital / debt repayment / acquisitions / etc.]
[Percentage] % will be allocated to compensation of directors, officers, or promoters.
ITEM 10. SALES COMMISSIONS & FINDERS’ FEES
• Sales Commissions: $[_] or [] % of gross proceeds
• Finders’ Fees: $[_____]
ITEM 11. OFFERING & SALES AMOUNT
[Provide details consistent with Item 11 instructions]
ITEM 12. INVESTOR COUNT
• Number Already Invested: []
• Number Yet To Invest (anticipated): []
ITEM 13. SALES TO NON-ACCREDITED INVESTORS
Number: [__] (If relying on Rule 506(c), should be “0”)
ITEM 14. MINIMUM INVESTMENT
$[_____] (if any)
ITEM 15. SALES COMMENCEMENT & DURATION
• Date of First Sale: [MM/DD/YYYY] (“None yet” if applicable)
• Offering Expected to Last Until: [MM/DD/YYYY or “Indefinite”]
ITEM 16. SIGNATURE
(The online EDGAR system auto-generates signature lines; see Section 10 below.)
4. REPRESENTATIONS & WARRANTIES
The Issuer hereby represents and warrants to the Commission and any state securities administrator that:
4.1 Truth & Accuracy. The information contained in this Filing is, to the best knowledge of the Issuer and its duly authorized signatory, true, complete, and not misleading in any material respect.
4.2 Compliance. The Offering satisfies the conditions of Regulation D under the Securities Act of 1933, as amended.
4.3 No Disqualification. No Issuer, Related Person, or any other “covered person” (as defined in Rule 506(d)) is subject to a “bad actor” disqualification.
4.4 Timely Filing. This Form D is being filed within fifteen (15) days after the date of first sale of securities in the Offering, as required by Rule 503.
4.5 Continued Accuracy. The Issuer acknowledges its duty to amend this Form D promptly in the event any material information herein becomes inaccurate.
[// GUIDANCE: Modify to reflect the issuer’s exact circumstances and confirm factual accuracy.]
5. COVENANTS & UNDERTAKINGS
5.1 Amendment Obligation. The Issuer shall file an amendment to this Form D within (a) thirty (30) calendar days after the termination of the Offering; (b) promptly upon discovery that any information herein has become materially inaccurate; and (c) annually, on or before the first anniversary of the most recent filing if the Offering remains ongoing.
5.2 Record Retention. The Issuer shall maintain complete records of all investors, subscription agreements, and sales compensation for no less than five (5) years following the termination of the Offering.
5.3 State “Blue Sky” Compliance. The Issuer shall make all required state notice filings and pay related fees in each jurisdiction where offers or sales occur.
5.4 Investor Verification (Rule 506(c) only). If relying on Rule 506(c), the Issuer shall implement reasonable steps to verify accredited investor status in accordance with Rule 501(a) and interpretive SEC guidance.
6. DEFAULT & REMEDIES
6.1 Failure to Amend. If the Issuer fails to timely amend this Form D as required, the Commission may pursue administrative, civil, or criminal enforcement actions, including but not limited to suspension of the Issuer’s Regulation D exemption.
6.2 Misstatements. Material misstatements or omissions may result in rescission rights for investors, civil liability under Section 12(a)(2) of the Securities Act, and potential “bad actor” disqualification.
6.3 Cure Period. The Issuer shall have ten (10) days after written notice from the Commission to cure any ministerial filing deficiencies. This cure period does not apply to fraudulent statements or willful violations.
6.4 Attorneys’ Fees. In any action to enforce federal securities laws arising from this Filing, the prevailing party may seek reimbursement of reasonable attorneys’ fees if and to the extent permitted by applicable law.
7. RISK ALLOCATION
7.1 Indemnification of Related Persons. Subject to Section 7.3, the Issuer shall indemnify, defend, and hold harmless each Related Person (and their respective heirs and assigns) from and against any and all losses, claims, damages, or liabilities arising out of, or based upon, any untrue statement or omission in this Filing, except to the extent resulting from such indemnitee’s fraud or willful misconduct.
7.2 Advancement of Expenses. The Issuer shall advance expenses incurred in defense of any proceeding referenced in Section 7.1 upon receipt of an undertaking to repay if indemnification is ultimately found unavailable.
7.3 Public Policy Limitation. No indemnification under this Section 7 may be made in violation of Section 17(i) of the Investment Company Act of 1940 (if applicable) or other governing law.
7.4 Liability Cap. Nothing in this Filing limits liability for violations of federal securities laws, consistent with Section 14 of the Securities Act.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Filing and any dispute arising hereunder shall be governed exclusively by federal securities law.
8.2 Forum Selection. Each party submits to the jurisdiction of the U.S. federal courts having subject-matter jurisdiction over securities disputes; venue shall lie in the [U.S. District Court for the _ District of _].
8.3 Limited Arbitration. Private disputes among Issuer and investors relating to subscription agreements may be subject to arbitration as provided therein; however, nothing herein limits the SEC’s enforcement authority or any party’s right to seek injunctive relief in federal court.
8.4 Jury Waiver. To the fullest extent permitted by law, the Issuer waives any right to a trial by jury in any proceeding arising out of this Filing, recognizing that the Seventh Amendment may limit enforceability of such waiver in certain contexts.
9. GENERAL PROVISIONS
9.1 Amendments & Waivers. No amendment to the representations, warranties, or covenants herein shall be effective unless set forth in a subsequent electronic Form D amendment filed with the Commission.
9.2 Successors & Assigns. The obligations of the Issuer shall bind its successors and permitted assigns.
9.3 Severability. If any provision herein is held invalid by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.
9.4 Integration. This Template, together with the completed EDGAR Form D, constitutes the entire statement of information furnished pursuant to Rule 503 and supersedes any prior drafts.
9.5 Electronic Signatures. Pursuant to Rule 302 of Regulation S-T, typed signatures in the EDGAR filing constitute legal signatures for purposes of Form D.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Issuer has caused this Form D to be duly executed and filed.
ISSUER: [Issuer Legal Name]
By: _____
Name: [Authorized Signatory Name]
Title: [Chief Executive Officer / Managing Member / etc.]
Date: [MM/DD/YYYY]
[// GUIDANCE: The signatory must have actual authority to sign and be listed in Item 3. The signature must appear exactly as it will be typed into EDGAR’s “Signature” field.]
OPTIONAL BOARD RESOLUTION (FOR INTERNAL RECORDS ONLY)
“RESOLVED, that the [Board/Managers] hereby authorizes and directs the officers of the Issuer to prepare, execute, and file with the U.S. Securities and Exchange Commission a Form D, substantially in the form presented to the meeting, with such modifications as any officer deems necessary or appropriate, and to take any and all actions to effect the Offering in compliance with Regulation D.”
[// GUIDANCE: Maintain a final, executed PDF copy of the completed Form D, the EDGAR filing confirmation, and all supporting documentation in the Issuer’s corporate records.]
END OF TEMPLATE