Form D and "Blue Sky" State Filings

Form D is used to file a notice of an exempt offering of securities with the United States Securities and Exchange Commission. Form D includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering. Commission rules require the notice to be filed by companies and funds that have sold securities without registration under the Securities Act of 1933 in an offering based on a claim of exemption under Rule 504, 505 or 506 of Regulation D or Section 4(5) of that statute. Form D is submitted to the SEC through the EDGAR system.

Many states have "Blue Sky" securities regulations that require the filing of Form D notices and amendments, and most of them charge a filing fee. Most states allow for either electronic or paper Form D filing, with the majority of states accepting and a few states mandating the electronic filing of Form D. Beginning December 2014, electronic filing of Form D notices can be made through the Electronic Filing Depository (EFD), which is programmed with each state's filing requirements.

Our Form D / "Blue Sky" State Filing Solution

We are available to assist our clients with the submission of Form D on the SEC EDGAR web site, and the subsequent electronic filing of "Blue Sky" notices with states participating in EFD.

Filing of Form D on SEC EDGAR

Complete the Form D PDF template and email it to us along with your company's CIK and CCC filing codes. We will then proceed to file your Form D with the SEC EDGAR system. If you do not have EDGAR filing codes we can work with you to obtain them. Requests for new EDGAR filing codes can take the SEC several days to process so please ensure sufficient time is provided to address this part of the process.

Filing of Form D "Blue Sky" Notices with States

Our team is available to subsequently electronically file "Blue Sky" notices with respect to a Form D filed on SEC EDGAR to states participating in EFD. Most participating states charge a fee while the EFD charges a submission fee of $150. Please complete our state filing template, indicating which states require a notice and email it to us for processing. We will review your state list and provide a fee estimate. We will require the fees in advance of the filing as the funds are debited from our account at the time of submission. Note that a number of states also demand late fees and that fee estimates are subject to changes daily as a result.