Regulation D offering on EDGAR,

When you file a Regulation D offering on EDGAR, you aren’t actually “uploading” a stack of PDFs like a traditional application. Instead, you are completing a structured digital form that becomes a public record.

​As of 2026, here is exactly what is required to complete that filing.

​1. The Primary Filing: Form D

​This is the only document you are legally required to file for a Reg D exemption. It is an XML-based web form you fill out directly within the SEC’s “Online Forms Management” portal. You will need the following data points ready:

• ​Issuer Identity: Legal name, jurisdiction of incorporation, and entity type (LLC, Corp, etc.).

• ​Related Persons: Legal names and addresses of all executive officers, directors, and promoters.

• ​Offering Details: * The specific rule you are claiming (504, 506(b), or 506(c)).
  • ​Type of security (Equity, Debt, Convertible Note, etc.).
  • ​Total offering amount vs. amount already sold.
  ld.
  • ​Investors: The number of accredited vs. non-accredited investors who have purchased so far.
  • ​Sales Commissions: You must disclose any “Finder’s Fees” or commissions being paid to broker-dealers.
  • ​Use of Proceeds: An estimate of how much money is going toward executive salaries vs. other business expenses.
  ​2. Authentication Documents (The “Keys”) ​Before you can file Form D, you must have your EDGAR “keys.” If this is your first time, you have to file a Form ID first. This requires:
  • ​A Notarized Signature: You must take a printed copy of your Form ID application, have an authorized officer sign it in front of a Notary Public, and then upload a PDF scan of that notarized document to the SEC’s Filer Management site.
  • ​Login.gov Account: As of the EDGAR Next roll-out (2025/2026), you cannot log in with just a password. You must link your EDGAR account to a Login.gov profile with multi-factor authentication (MFA).
  ​3. What you DO NOT file (Common Misconceptions) ​Unlike a “Registered” offering (IPO), the SEC does not want to see your internal deal documents. You generally should not upload:
  • ​The Private Placement Memorandum (PPM): This stays between you and the investors.
  • ​Subscription Agreements: These are private contracts.
  • ​Operating Agreements/Bylaws: Unless specifically requested during an audit (rare), these are not part of a Form D filing.
  • ​Financial Statements: For Rule 506 offerings, you do not file your balance sheets or P&L statements with the SEC.
  ​4. The “Secondary” Documents (Optional/Rare) ​In very specific cases, you might include:
  • ​Cover Letter: Only if you need to explain a unique technical filing issue to the SEC staff.
  • ​Power of Attorney: If someone other than an executive officer (like an outside lawyer) is signing the Form D on behalf of the company, a Power of Attorney document must be kept on file by the company (though not always uploaded).
  ​Summary Checklist for your Session:
  1. ​CIK & CCC Codes (Generated via a notarized Form ID).
  1. ​Login.gov Credentials (Linked to your SEC account).
  1. ​Final Sales Figures (Total amount sold to date).
  1. ​List of “Related Persons” (Names and addresses).
  ​Would you like me to provide a template of the “Related Persons” section so you can start gathering the names and addresses of your officers and directors?