Rule 503: Filing a notice of sales
Rule 503 requires a Form D notice for each new Regulation D offering, filed within 15 calendar days after the first sale.
Last reviewed November 2026
The requirement
- File Form D through EDGAR no later than 15 calendar days after the first sale of securities in the offering.
- The first sale is the date the first investor is irrevocably committed to invest.
- If the deadline falls on a weekend or federal holiday, it moves to the next business day.
- File an amendment to correct a material mistake, to reflect certain changes, and every year while the offering continues.
The SEC charges no filing fee. See the full Form D guide, including EDGAR access and what the form asks.
What happens if you don’t file
Filing Form D isn’t a condition of the Rule 506 exemption, so a late filing doesn’t by itself cost you the exemption. Not filing still has consequences:
- A court can enjoin an issuer for failing to file, and under Rule 507 an enjoined issuer can’t use Rules 504 and 506.
- States expect a copy of the Form D with their notice filings, so a missing Form D usually means missed state filings and late fees.
- Investors and regulators check EDGAR. A missing Form D is a red flag in due diligence.
Capital raising made easy.
Pick a template and a kit. Every kit includes the PPM, subscription agreement, investor questionnaire and state legends, and we file your Form D and Blue Sky notices.