SEC Regulation D

Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D (or Reg D) provides three exemptions from the registration requirements, allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC. For more information about these exemptions, read SEC publications on Rules 504, 505, and 506 of Reg D.

While companies using a Reg D exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what’s known as a "Form D" after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.

If you are thinking about investing in a Reg D company, you should call the SEC’s Public Reference Branch at (202) 551-8090 or send an email to publicinfo@sec.gov to determine whether a company has filed Form D or to obtain a copy. If the company has not filed a Form D, this should alert you that the company may not be in compliance with the federal securities laws.

Be sure to ask whether your state regulator has cleared the offering for sale in your state. You can get the address and telephone number for your state securities regulator by calling the North American Securities Administrators Association at (202) 737-0900 (NASAA)

For more information about the SEC’s registration requirements and common exemptions, read our brochure, Q&A: Small Business & the SEC.

SOLA specializes in the development of Regulation D Private
Placement Offerings. Through our associate companies we
provide investment banking consulting, preparation services for
Private Placement Memorandum, Subscription documentation and SEC Form D filing preparation. Our partners are nationally recognized as a leader in private placement offering preparation and specialize solely in the SEC's Regulation D program.