Do I Need to File a Form D for a $100,000 Round?

Yes, if you are relying on Rule 506(b) or 506(c), which most private raises do, whatever their size. There is no minimum amount. Form D is due within 15 days after the first sale, which is generally the date the first investor is irrevocably committed. It is free to file with the SEC, filed online through EDGAR, and public. Most states then require their own notice filing with a fee that varies by state. A late Form D does not by itself cost you the exemption, but it can cause state problems, investor questions and SEC enforcement: in December 2024 the SEC settled charges against three companies for filing Forms D late.

By Joel Arberman, founder of Prepared to Raise · 17 companies taken public, 30+ private placements prepared · Reviewed October 21, 2026

What Form D is

Form D is a short notice to the SEC that you have sold securities under Regulation D, most often Rule 506(b) or 506(c). It is not an application and the SEC does not approve it. It tells the SEC, and through the notice filings the states, who the company is, who runs it, which exemption it relies on, how much it is raising and how much it has sold.

The amount does not matter

There is no threshold below which Form D is not required. A $100,000 round from three relatives under Rule 506 needs one, just as a $10 million round does. Founders often skip it because the round feels small or informal; that is the most common filing mistake we see.

When it is due

  • Within 15 calendar days after the first sale. The first sale is generally the date the first investor is irrevocably committed, for example when a subscription agreement is signed, even if the money has not arrived.
  • If the deadline falls on a weekend or holiday, it moves to the next business day.
  • You can file before the first sale, which avoids the deadline problem entirely.

What it costs

Filing Form D with the SEC is free. The costs are the time to set up EDGAR access, whoever prepares it, and the state notice filings that follow, which most states charge for, with fees that vary by state.

How to file

  1. Get EDGAR access for the company. First-time filers apply for access through the SEC's EDGAR system, with individual sign-in credentials for the people who will file. Allow several business days for approval, more if anything has to be notarized or corrected.
  2. Complete Form D online. It asks for the company's details, its executive officers, directors and promoters, the exemption, the type of security, the offering size, amounts sold, the number of investors, any sales commissions, and the use of proceeds paid to insiders.
  3. File the state notices. Most states that have investors in the round require a notice filing, generally through the NASAA Electronic Filing Depository. How blue-sky notice filings work.

What becomes public

Form D is public on the SEC's website. Anyone can see the company name and address, the names of its officers and directors, the exemption, the amount being raised, the amount sold and the number of investors. It does not list investors' names or your financial statements. If privacy matters, know this before you file.

Amendments

  • Annually, on or before the anniversary of the last filing, if the offering is still open.
  • To correct a material mistake of fact or error.
  • For certain changes, such as an increase in the offering size of more than 10% or new officers or directors. Some changes, such as amounts sold, can wait for the annual amendment.
  • To move from 506(b) to 506(c), before you begin general solicitation.

What if I filed late, or never filed?

Filing Form D is not a condition of the Rule 506 exemption, so a late filing does not by itself make your offering illegal. File now. But it is not harmless. In December 2024 the SEC settled charges against three companies for failing to file Forms D on time, with civil penalties of $60,000 to $195,000 each. States can impose late fees or penalties. A court injunction for failing to file can disqualify a company from Rule 506 in the future. And sophisticated investors, acquirers and auditors check EDGAR during diligence.

Related questions

Do I file Form D for a Reg CF raise?

No. Regulation Crowdfunding uses Form C, filed through your funding portal. Regulation A+ uses Form 1-A.

What if I rely only on Section 4(a)(2)?

No Form D is required, but you lose the federal pre-emption of state law that Rule 506 provides, so you must find an exemption in each investor's state. For most raises, Rule 506 with a Form D is simpler.

Does an LLC file Form D for selling membership units?

Yes. Membership interests sold to passive investors are securities.

Does a SAFE or convertible note need a Form D?

Yes, if it is sold under Rule 506. The first sale is the first signed SAFE or note.

Read next

Where to start

Every Network Raise and Growth Capital package coordinates the Form D and state notices with your counsel, so the filings match what investors were told.

Prepared to Raise is a service of Meraki Partners, LLC. This article is general information, not legal, tax or investment advice, and not an offer to sell or a solicitation to buy any security. Meraki Partners is not a broker-dealer, funding portal, investment adviser or law firm. Figures are as of the review date above.