Although Reg D 506(c) offerings are termed “exempt” from both review and approval from the SEC and the states there are still required filings and notifications.
Companies relying on the Rule 506 exemption do not have to register their offering of securities with the SEC, but they must file what is known as a “Form D” electronically with the SEC within 15 days after the first sale. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the enterprise.
Private placement offerings are also subject to filing requirements at the state level. We provide critical support to our clients to ensure they have accurate and on-time filings. Our services include:
U2 Filing Review: this filing is utilized at the State level
Form ID EDGAR Access Filing Review: EDGAR is the system used by the SEC to transmit and manage your SEC filing.
Form D-Federal Filing: Utilized by SEC to ensure all sales are in compliance with SEC filing guidelines. We provide review and development services for this filing as part of our services matrix.
We also guide clients through the creation of an EDGAR Account, which is the delivery method of the filing to the SEC. Our compliance support is provided through full completion and close of the offering to ensure the client is adequately supported through the entire process.
Most states require the Reg D form to be filed shortly after the first sale is made in their state for which they also charge a small filing fee.
Both the SEC and the state filings support are part of our monthly services.