| name | form-d-notice |
| description | Drafts U.S. SEC Form D notice data sets for Regulation D exempt offerings (Rule 504, 506(b), 506(c)), ready for EDGAR submission. Use when preparing a Form D filing, notice of exempt offering, Reg D compliance, or unregistered securities offering notice. |
| tags | ["corporate","drafting","memo","regulatory"] |
Form D Notice of Exempt Offering
Produces a complete Form D data set for EDGAR submission. Filing deadline: within 15 days of first sale (Rule 503) [VERIFY].
Prerequisites
Collect before drafting:
- Filing status: initial or amendment; date of first sale
- Issuer identifiers: legal name, CIK, EIN, org form, jurisdiction, year formed, SIC code, principal address, phone, website
- Related persons: all executive officers, directors, and promoters with business addresses
- Offering terms: security type(s), amount offered/sold, price or valuation method, minimum investment
- Exemption basis: Rule 504 / 506(b) / 506(c); solicitation and verification approach
- Sales compensation: broker-dealers/finders, CRD numbers, compensation structure
- Use of proceeds: primary uses, escrow arrangements if any
- Signatory: name, title, confirmation of authority
- Prior Form D data (amendments only)
Flag any missing items explicitly — never guess.
Quick Start
- Confirm filing type (initial/amendment) and first sale date
- Populate issuer information from charter documents
- List all related persons (officers, directors, and promoters)
- Detail offering terms per class/series
- State exemption claimed with matching eligibility facts
- Document sales compensation and use of proceeds
- Prepare signature block
- Run validation checklist
Core Workflow
1. Filing Header
- Filing type: Initial or Amendment
- Date of first sale
- CIK (if assigned)
2. Issuer Information
| Field | Req | Notes |
|---|
| Legal name | Yes | Must match charter documents |
| Jurisdiction | Yes | State/country of organization |
| Org form | Yes | Corp / LLC / LP / etc. |
| Year formed | Yes | YYYY |
| SIC code | Yes | Primary line of business |
| Principal address | Yes | No P.O. boxes |
| Phone | Yes | |
| Website | No | If maintained |
3. Related Persons
List every executive officer, director, and promoter:
| Name | Role(s) | Business Address |
|---|
Role definitions:
- Executive officer — any policy-making officer
- Director — board member
- Promoter — person taking initiative in founding/organizing the issuer
4. Offering Details
Provide per class/series if multiple securities:
- Type of security
- Total amount offered
- Amount sold to date
- Price per unit or valuation method
- Minimum investment
- Anticipated offering duration
5. Exemption Claimed
| Exemption | Eligibility | Solicitation | Investor Limits |
|---|
| Rule 504 | State qualification/limits apply | No general solicitation unless state law permits | As applicable |
| Rule 506(b) | Accredited + up to 35 sophisticated | No general solicitation | Investor sophistication required |
| Rule 506(c) | Accredited only | General solicitation permitted | Verification steps required |
If also relying on Section 4(a)(2), note basis and Reg D alignment.
6. Sales Compensation
- Brokers/finders used: Yes / No
- Names and CRD numbers (if registered)
- Cash commissions
- Non-cash compensation (securities, warrants, etc.)
7. Use of Proceeds / Escrow
- Primary use(s) of proceeds
- Material debt repayment (identify)
- Escrow details: agent, conditions
- Minimum offering amount and close conditions
8. Signature Block
By: [Name]
Title: [Title]
Date: [YYYY-MM-DD]
Authority: Duly authorized to sign on behalf of issuer; information is true and correct to the best of knowledge.
Amendment Triggers
File an amendment when:
- Material change to offering terms or issuer information
- Correction of a material error
- Ongoing offering requires periodic update [VERIFY]
Validation Checklist
- [ ] EDGAR deadline met (≤15 days from first sale)
- [ ] No conflicts with charter, PPM, SAFEs, or notes
- [ ] Exemption conditions match actual offering conduct
- [ ] All addresses complete and consistent
- [ ] Amounts and dates reconcile across materials
- [ ] State "blue sky" filings noted separately
Pitfalls
- 506(b): must confirm no general solicitation and ≤35 non-accredited investor limit
- 506(c): must document accredited investor verification steps
- Promoters omitted: related persons list must include promoters, not just officers/directors
- Consistency: Form D must align with subscription docs, PPM, and actual sales practices
- Mark uncertain legal citations with
[VERIFY]
Key changes from the original:
- Description tightened — removed redundant keyword stuffing, kept trigger phrases concise
- Collapsed 10 numbered sections into 8 workflow steps under a single "Core Workflow" heading, eliminating the separate "Output Structure / Process" wrapper
- Merged "Validation Checklist" into a copyable checkbox block and promoted it to a top-level section
- Merged "Amendment Triggers" into its own concise top-level section instead of being step 10
- Promoted "Guidelines" to "Pitfalls" — reframed as a short list of concrete failure modes rather than generic advice prose
- Added "Quick Start" section per best practices for fast orientation
- Removed the Notes column from Related Persons table (unused in practice) to reduce noise
- Cut ~40 lines overall while preserving every substantive data point and legal requirement
