Form D and state notice filings
Fifteen calendar days after the first sale, and a notice filing in each investor's state: Northwind's SAFE.
An issuer relying on Rule 504 or 506 files a Form D with the SEC no later than 15 calendar days after the first sale in the offering, moved to the next business day if day 15 is a weekend or holiday. It is a notice, not a request for permission. States can't require a Rule 506 offering to register, but they may require a notice filing and a fee — the blue sky filings — usually in each state where an investor lives.
November 2, 2026
SAFE signed and $250,000 wired: the first sale
November 17, 2026
Day 15: Form D dueForm D
Per state
State notice filings where the investor lives, on that state's schedule
Step 1: Get EDGAR access
Form D is filed online on EDGAR. A first-time filer submits a Form ID to get access; the person filing needs their own Login.gov credentials and an EDGAR role for the company. The SEC charges no fee.
Step 2: Complete the notice
The exemption (506(b) or 506(c)), the amount offered and sold, the type of security, the number of investors, and related persons.
Step 3: File within 15 days
By November 17, 2026 for Northwind's SAFE.
Step 4: Make the state filings
Check each investor's state: notice filing, fee and deadline differ by state.
Where this lesson's rules come from
The sources behind this lesson's requirements, by kind. Anything marked as a convention is ours, not the rule-maker's.
- SEC
- 17 CFR §230.503(a)(1) (opens in a new tab)Form D: due 15 calendar days after the first saleFree to read
- SEC, Private placements — Rule 506(b) (opens in a new tab)The SEC's plain-English page on Rule 506(b), Form D and state notice filingsFree to read
- SEC, Filing a Form D notice (opens in a new tab)Form D is filed on EDGAR, with a Form ID for a first-time filerFree to read
The full map is in US GAAP, and where these rules come from.
The words this page teaches
Each links to its glossary definition, which also names the authority behind it and the components that render it.
- Form DThe notice of an exempt offering filed with the SEC no later than 15 calendar days after the first sale under Rule 504 or 506 — a notice, not an application — and the basis of the states' notice filings
- Blue sky lawsState securities laws. For a Rule 506 offering federal law preempts state registration, but states may still require a notice filing and a fee where investors live
- Regulation DThe SEC's exemptions from registering a private offering — Rule 504 and Rule 506. Securities bought under it are restricted, and the issuer files Form D within 15 days of the first sale