Companies that comply with the requirements of Regulation D do not have to register their offering of securities with the SEC, but they must file what’s known as a “Form D” with the SEC after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company.
Even if a company takes advantage of an exemption from registration, a company should take care to provide sufficient information to investors to avoid violating the antifraud provisions of the securities laws. This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading.
Nothing here is legal advice, and you should check with an experienced securities attorney before taking any investor funds. You can contact Mark Astarita, a New York Securities Lawyer at 212-509-6544 or visit his website.