The Federal filing required for a Regulation D offering is completed in two phases; (a) creation of an EDGAR account with the SEC and; (b) submission of the Form D filing to the SEC. For 504, 505, and 506b and 506(c) offerings you must file Form D within 15 days after your first sale. We recommend getting the filing in place as soon as you decide to execute the offering.
Form D Filing Process:
STEP 1 – EDGAR ACCOUNT CREATION AND ACCESS
Creation of the EDGAR account: EDGAR is the system the SEC uses to process your filing. Your company will create an account with the SEC and you will be provided an EDGAR account with access codes. This will allow you to process the filing with the SEC.
The first step in getting your EDGAR account created is completing and printing a Form ID. The Form ID is an application for access codes to EDGAR. We suggest reading the following Guides:
First – go to the EDGAR website located here:
Next choose the small button near the bottom “Press here to Begin”
Next – choose “Apply for EDGAR Access” from the left side menu.
You will now complete the Form ID form that loads in the pop-up window (please turn off pop-up blockers in your browser).
Note it is your Company that is applying for access to EDGAR as a “filer”. Please complete the contact part for the individual receiving the access codes fully including a valid email. Do not choose an option for “Access codes will be used to submit draft Registration or draft offering statement pursuant to…:” section.
When you have all fields complete choose “print” and have the signature block section notarized with your signature – then scan as a PDF and that paper PDF Form ID version with the notary will serve as your “authentication document” which you will then upload in the next step of the EDGAR process.
The SEC will then approve your account (assuming the Form ID was correct) and email you a CIK number. Please save the passphrase you created in the EDGAR account creation process as you will use that along with the CIK number for access.
If the access is denied you will be provided a reason why – typically the Form ID was not completed properly or was not readable.
STEP 2 – SEC FORM D FILING
SEC Form D Filing: The Form D is your notification filing to the SEC for sales. We suggest getting an initial version of this filing submitted prior to executing your offering with updates once a month. You MUST submit a Form D filing through EDGAR within 15 days of your first sale regardless of sending in a “first” version to the SEC.
- FIRST – COMPLETE THE FORM D FILING: The Form D filing must first be downloaded to your computer – it is located here:
- Complete the Form D (to the best of your ability – note there are imbedded instructions) and email your Regulation D Resources Principal a copy for review prior to submitting through EDGAR. You may handwrite the information although typing via Adobe into the PDF is better. After RDR has reviewed the Form D filing:
- SECOND – SUBMIT THE FILING THROUGH EDGAR:Once you are ready to submit the Form D filing go here:
- and choose ‘click here to begin’ from the bottom of the page. You will then need to select ‘Generate Access Codes’ from the left menu. You will then be prompted to enter your CIK and passphrase to create access codes for using the Edgar system.
- Once you are ready to submit the Form D filing go here:
- This will open a page that says “OnlineForms Login” in the center of the page and have an area below to enter your CIK and password. Enter your CIK and Password and choose “Login to EDGAR”.
- Then choose “Make a Filing” from the upper left menu and then “Form D” from that menu. This will open a electronic version of the Form D that you can then enter the data into the online form.
- Finally – choose “submit” to send the filing to the SEC. You will then get an emailed confirmation.
The SEC provides this filer manual to assist you in the EDGAR and Form D filing process:
This section also provides assistance in the process of filing Form D:
If you have problems using EDGAR we recommend calling SEC Filer Support at: (202) 551-8900