# 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.

Source: https://lopifi.com/learn/securities-law-for-startup-fundraising/form-d-and-blue-sky-filings
Part of: Lopifi — US GAAP books on autopilot, checked by a CPA (https://lopifi.com)

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**When is Form D due, and what are blue sky 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](https://lopifi.com/md/glossary/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](https://lopifi.com/md/glossary/blue-sky-laws) filings — usually in each state where an investor lives.

> “no later than 15 calendar days after the first sale of securities in the offering”

— [17 CFR §230.503(a)(1)](https://www.law.cornell.edu/cfr/text/17/230.503), Form D: due 15 calendar days after the first sale

> “within 15 days after the first sale of securities in the offering”

— [SEC, Private placements — Rule 506(b)](https://www.sec.gov/resources-small-businesses/exempt-offerings/private-placements-rule-506b), The SEC's plain-English page on Rule 506(b), Form D and state notice filings

> “must be filed online using the SEC's EDGAR”

— [SEC, Filing a Form D notice](https://www.sec.gov/resources-small-businesses/exempt-offerings/filing-form-d-notice), Form D is filed on EDGAR, with a Form ID for a first-time filer

- **November 2, 2026** — SAFE signed and $250,000 wired: the first sale
- **November 17, 2026** — Day 15: Form D due (Form D)
- **Per state** — State notice filings where the investor lives, on that state's schedule

Northwind's SAFE, taking the day it is signed and paid as the first sale. Rule 503 doesn't define the date; when in doubt, ask counsel.

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.
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.
3. **File within 15 days.** By November 17, 2026 for Northwind's SAFE.
4. **Make the state filings.** Check each investor's state: notice filing, fee and deadline differ by state.

Filing Form D

## Where this page's rules come from

- [17 CFR §230.503(a)(1)](https://www.law.cornell.edu/cfr/text/17/230.503) — Form D: due 15 calendar days after the first sale (sec)
- [SEC, Private placements — Rule 506(b)](https://www.sec.gov/resources-small-businesses/exempt-offerings/private-placements-rule-506b) — The SEC's plain-English page on Rule 506(b), Form D and state notice filings (sec)
- [SEC, Filing a Form D notice](https://www.sec.gov/resources-small-businesses/exempt-offerings/filing-form-d-notice) — Form D is filed on EDGAR, with a Form ID for a first-time filer (sec)

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