In SEC Form D, Item 3: Related Persons is where you must publicly disclose the individuals leading GonenCorp. This section is vital because it tells the SEC and potential investors exactly who is behind the company and who is authorized to manage the $300,000 you are raising.
For a startup, “Related Persons” are generally divided into three categories: Executive Officers, Directors, and Promoters.
1. Who You Must List
You are required to provide the full legal name and business address for the following:
- Executive Officers: This includes the President, CEO, CFO, and any Vice President in charge of a principal business unit. Basically, anyone at GonenCorp who makes high-level policy decisions.
- Directors: All members of your Board of Directors. If you are the sole founder and haven’t formed a board yet, you likely act as the sole director.
- Promoters: Any person or entity that took the initiative in founding or organizing GonenCorp within the last five years.
2. Information Required for Each Person
For every individual you list, you must specify their relationship to the company by checking one or more of these boxes:
- [ ] Executive Officer
- [ ] Director
- [ ] Promoter
- Transparency: It prevents “phantom companies” by tying real names to the entity.
- Bad Actor Disqualification: The SEC uses these names to check against their “Bad Actor” database. If any of your related persons have been convicted of securities fraud or have certain “disqualifying events” in their past, GonenCorp might be banned from using the Regulation D exemption entirely.
- Investor Due Diligence: Future investors (like VCs in a Series A round) will look back at your initial Form D to ensure the leadership team hasn’t changed in a way that wasn’t disclosed.