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How to file Form D for a pooled investment (i.e., funds and SPVs)
How to file Form D for a pooled investment (i.e., funds and SPVs)

This filing must be within 15 days of the first securities offering under Rule 504 or 506 of Regulation D of the Securities Act.

Rachel Diaz avatar
Written by Rachel Diaz
Updated over 3 weeks ago

STEP 1: EDGAR Filing for CIK Code

  1. Visit www.sec.gov and navigate as follows:

    • Filings

    • EDGAR Information for Filers

    • Apply for EDGAR Access (you may need to scroll down)

    • Press Here to Begin

    • Apply for EDGAR Access (New) [from the left navigation menu]

    • Application for EDGAR Access

    Important Note: Always use the navigation above rather than bookmarking the final URL. Bookmarking will result in server errors due to a lack of security.

  2. Complete all fields.

  3. Save your application:

    • Click "Save" at the top right to download an .eis file.

    • Do not rename or lose this file, as it is required for future access.

  4. Print your application:

    • Click "Print" and save as a PDF.

    • Review, sign, notarize, and scan the document to upload back to the EDGAR filing site.

  5. Upload the notarized form:

    • Return to the EDGAR site:

      • Filings > EDGAR Information for Filers > Apply for EDGAR Access

      • Select Continue with Saved Application for EDGAR Access.

    • Upload the saved .eis file.

  6. Wait for a confirmation email from the SEC containing your CIK code.

STEP 2: Get EDGAR Access Codes and Password

  1. Once you've received your CIK code, navigate to:

    • Filings > EDGAR Information for Filers > Apply for EDGAR Access > Press Here to Begin

    • Select Generate Access Codes (New/Replacement).

  2. Enter your CIK code and password from Step 1.

  3. Save your access codes: Take a screenshot and save them securely for future reference.

STEP 3: File Form D

  1. Log in to the EDGAR site:

    • Filings > EDGAR Information for Filers > Login for ownership forms & Regulation D

  2. Enter your CIK code and password from Step 2.

  3. Select File Form D from the left navigation bar.

  4. Choose New Form D Submission.

  5. Complete the form and select Submit.

  6. Review, save, and print the final submission as a PDF.

  7. Select Transmit.

  8. Once you receive an email confirming the transmission, save the confirmation for your records.

Form D Completion Tips

Section 1: Issuer's Identity

  • Issuer: Enter the full legal name of the Fund or SPV.

  • Jurisdiction: Enter where the Fund/SPV's articles of incorporation are filed (often Delaware).

Section 2: Principal Place of Business & Contact Information

  • Provide the full name and address of the Fund or SPV.

Section 3: Related Persons

  • Enter the Fund/SPV manager's name and address.

  • Relationship: "Promoter" is typically selected.

Section 4: Industry Group

  • Select Banking & Financial Services and Pooled Investment Fund/Venture Capital Fund.

  • Investment Company Act of 1940 Registration: The answer is generally "No."

Section 5: Issuer Size

  • Select the range that best describes the amount being raised.

Section 6: Federal Exemption(s) & Exclusion(s) Claimed

  • Rule 506(c) allows general solicitation if:

    • All purchasers are accredited investors.

    • Issuer verifies accredited investor status.

    • Regulation D conditions are met.

Section 7: Type of Filing

  • Indicate whether this is a new filing or an amendment.

Section 8: Duration of Offering

  • Select "Yes" if raising funds for over a year; otherwise, select "No."

Section 9: Type(s) of Securities Offered

  • For Funds and SPVs, select Pooled Investment Fund Interests.

Section 10: Business Combination Transaction

  • Indicate if applicable.

Section 11: Minimum Investment

  • Specify the minimum investment amount.

Section 12: Sales Compensation

  • Enter the name of the fund manager.

  • If no compensation, enter $0 in Section 15.

Section 13: Offering and Sales Amounts

  • Specify the total amount and amount sold to date.

Section 14: Investors

  • Indicate the number of investors.

Section 15: Sales Commissions & Finders' Fees Expenses

  • Enter any sales commissions (can be $0).

Section 16: Use of Proceeds

  • Report proceeds allocated to officers, directors, or promoters.

If additional assistance is required, check out the SEC’s Form D resources.

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