Pennsylvania Securities Form D Notice Filing is the state-level filing that issuers selling securities under federal Rule 506(b) or Rule 506(c) must submit to the Pennsylvania Department of Banking and Securities within 15 days of the first sale to a Pennsylvania resident. The filing consists of a copy of the federal SEC Form D, a Form U-2 Uniform Consent to Service of Process, and a $500 filing fee paid through the NASAA Electronic Filing Depository.
Missing the 15-day deadline can give Pennsylvania investors a right of rescission under 70 P.S. § 1-504, forcing issuers to refund the entire investment plus interest. The Department processes thousands of these filings each year, and the SEC reports that Rule 506 offerings raise more capital than every registered offering combined, making accurate state notice filings critical to capital formation.
Here is what you will learn in this guide:
- 📝 How to complete every box of the SEC Form D used for Pennsylvania notice filings
- 💵 How to pay the $500 fee correctly through the EFD portal or by paper check
- 🗓️ How to calculate the 15-day deadline so you never trigger investor rescission
- 🧾 How to attach the Form U-2 Consent to Service of Process without rejection
- ⚖️ How to fix late, defective, or omitted filings before enforcement begins
What the Form Is and Who Must File It
Pennsylvania’s Form D notice filing is not a registration. It is a notice that informs the Pennsylvania Department of Banking and Securities that an issuer is relying on a federal exemption under Rule 506 of Regulation D. Because Rule 506 securities are “covered securities” under the National Securities Markets Improvement Act of 1996, Pennsylvania cannot require full registration. The state may, however, require a notice filing and a fee under 70 P.S. § 1-203(d) and 10 Pa. Code § 203.187.
Any issuer, whether organized in Delaware, Pennsylvania, or anywhere else, must file when it sells a security in reliance on Rule 506(b) or Rule 506(c) to at least one Pennsylvania resident. The trigger is the residency of the buyer, not the issuer’s domicile. A California fund that sells to a single Philadelphia accredited investor must still file. The filer is the issuer, although counsel, paralegals, or compliance officers usually prepare the documents.
Pennsylvania also has a separate exemption regime for non-506 offerings under Section 203 of the Pennsylvania Securities Act of 1972. Offerings under Section 203(d), 203(r), or 203(s) follow different forms and do not use the federal Form D. This article focuses only on Rule 506(b) and 506(c) covered-security notice filings, which are by far the most common.
The current version of the federal SEC Form D carries a revision date of June 2008, with the EDGAR electronic version updated through 2024. Always confirm you are using the version posted on SEC.gov before filing.
Before You Start: Documents and Information You Need
Gathering everything before you open the form prevents mid-filing errors and dropped sessions in the EFD portal. The portal logs you out after a period of inactivity, and partial drafts can be lost.
- Issuer’s exact legal name and prior names. Match the certificate of formation. A mismatch with EDGAR records will reject the filing.
- Issuer’s CIK number. If the issuer has filed before with the SEC, you need its Central Index Key.
- EDGAR filer credentials. You need CIK, CCC, and password to file the federal Form D, and the same credentials feed into the EFD state notice.
- State of incorporation and date of formation. Pulled from the certificate of formation or articles of organization.
- Principal place of business. A street address. P.O. boxes are not accepted in Item 2.
- Related persons list. Every executive officer, director, and promoter, with full legal names and addresses.
- Date of first sale to any investor. This sets the 15-day clock for federal filing and the 15-day Pennsylvania notice clock based on the first sale to a Pennsylvania resident.
- Total offering amount and amount sold. Dollar figures rounded to the nearest dollar.
- Investor count. Total number of investors who have purchased to date.
- Sales compensation recipients. Brokers, finders, and their CRD numbers from FINRA BrokerCheck.
- Form U-2 Uniform Consent to Service of Process. Signed and notarized.
- $500 filing fee. Payable to the Pennsylvania Department of Banking and Securities via ACH through EFD or by paper check.
If any of these items is missing, the EFD portal will not let you submit, and a paper filing will be returned with a deficiency letter under 10 Pa. Code § 609.011.
Where to Get the Form and How to Access It
The federal SEC Form D itself lives on the SEC’s forms page. Pennsylvania does not publish its own version; instead, the state accepts the federal Form D as the body of the notice. The cover sheet, fee, and Form U-2 are added at the state level.
Most issuers file electronically through the NASAA Electronic Filing Depository, which routes the filing to Pennsylvania automatically when you select PA as a state of notice. The EFD platform, launched in 2014 by NASAA and used by over 40 jurisdictions, pulls the federal Form D data directly from EDGAR.
Paper filings are still permitted. Mail the package to the Pennsylvania Department of Banking and Securities, Bureau of Securities Compliance and Examinations, 17 N. Second Street, Suite 1300, Harrisburg, PA 17101. Include the Form D, the Form U-2, a transmittal letter, and a check.
The Pennsylvania Securities Act of 1972 and the regulations at 10 Pa. Code Chapter 203 govern access, deadlines, and content. Cite the statute and regulation when in doubt about a field.
Step-by-Step: How to Fill Out the Pennsylvania Form D Notice Filing Line by Line
The line-by-line walkthrough below tracks the federal SEC Form D, which Pennsylvania accepts as the body of its notice. Each item maps to a numbered box on the form. Sample entries are italicized.
Item 1: Issuer’s Identity — Name of Issuer
This box asks for the legal name of the entity selling the securities. Write the name exactly as it appears on the certificate of formation or articles of incorporation, including punctuation, “LLC,” “Inc.,” or “L.P.” Capitalization should match the charter document.
For example, Keystone Biotech Holdings, LLC writes that exact name in the box. If the charter shows “Holdings LLC” without a comma, drop the comma.
A nuance arises when the issuer has recently changed its name. List the new name in Item 1 and add the prior name under “Previous Names.” Forgetting the previous name causes EDGAR to flag the filing as a new entity and breaks the CIK link.
A common mistake is using a “doing business as” name instead of the legal name. The consequence is a deficiency letter from the Department, and Pennsylvania investors may later argue the notice was defective under 70 P.S. § 1-504.
A misconception filers carry is that the trade name is acceptable because investors know the issuer by the d/b/a. The form requires the legal name only, with the d/b/a added in a separate field if needed.
Item 1: Jurisdiction of Incorporation/Organization
This box asks where the issuer is legally formed. Pick the state, U.S. territory, or country from the dropdown. The answer is on the issuer’s certificate of formation, not where it operates.
For example, Delaware is the answer for a Delaware LLC even if the office is in Pittsburgh.
If the issuer is a series LLC or a protected cell, use the parent’s jurisdiction. The series itself is not separately incorporated for Form D purposes.
A common mistake is selecting Pennsylvania because the principal office is there. The consequence is a mismatch with the certificate of formation, which can void the exemption claim if challenged.
A misconception is that the state of formation determines which states require notice filings. It does not; the buyers’ residency does.
Item 1: Year of Incorporation/Organization
This box asks for the year the issuer was formed. Use the four-digit year from the certificate of formation. Choose “Within Last Five Years,” “Over Five Years Ago,” or “Yet to Be Formed” if you are filing pre-formation.
For example, 2023 if the LLC was organized on March 14, 2023.
The “Yet to Be Formed” option exists for shell offerings, but Pennsylvania disfavors notice filings for unformed issuers. Form the entity first.
A common mistake is entering the year of the most recent amendment. The consequence is a CIK mismatch and rejection in EDGAR. Use the original formation year.
A misconception is that the year drives any deadline. It does not. The 15-day clock runs from the first sale, not from formation.
Item 2: Principal Place of Business and Contact Information
This box asks for the issuer’s main office address and phone number. Use a street address with suite or floor, city, state, and ZIP. Include a working phone number that reaches the issuer.
For example, 600 Grant Street, Suite 4900, Pittsburgh, PA 15219, (412) 555-0199.
If the issuer is virtual or remote-first, use the registered agent’s address only if the registered agent has consented to receive operational mail. Otherwise list the founder’s business address.
A common mistake is using a P.O. Box. The consequence is automatic rejection because the SEC requires a deliverable street address.
A misconception is that a home address is unacceptable. It is acceptable for early-stage issuers, but it becomes public on EDGAR.
Item 3: Related Persons
This box asks for every executive officer, director, and promoter. List full legal names, business addresses, and roles. Promoters include any person who took the initiative in founding the issuer within the last five years.
For example, Maria Lopez, CEO and Director, 600 Grant Street, Suite 4900, Pittsburgh, PA 15219 is one row.
A nuance: passive investors are not related persons. Only those with management roles or promoter status qualify.
A common mistake is omitting an outside director who joined recently. The consequence is a defective filing and a potential bad-actor disqualification problem under Rule 506(d) if that person has a covered event.
A misconception is that you can list “et al.” or “and other officers.” Every related person must be named individually.
Item 4: Industry Group
This box asks the issuer to pick one industry from a long dropdown. The list includes Agriculture, Banking, Real Estate, Technology, Pooled Investment Fund, and many more. Pick the closest match to primary revenue source.
For example, Technology — Computers for a SaaS startup.
If the issuer is a fund, choose one of the Pooled Investment Fund subcategories such as Hedge Fund, Private Equity Fund, or Venture Capital Fund. The subcategory choice triggers different disclosure expectations from state regulators.
A common mistake is picking “Other” when a more specific code exists. The consequence is that Pennsylvania examiners may flag the filing for follow-up because “Other” hides the true business.
A misconception is that the industry code is purely cosmetic. It actually drives which examiner queue the filing lands in at the Department.
Item 5: Issuer Size
This box asks for revenue or net asset value ranges. Operating issuers report revenue ranges; pooled investment funds report aggregate net asset value. “Decline to Disclose” and “Not Applicable” are options.
For example, $1 — $1,000,000 for a startup with under a million in trailing revenue.
A nuance: pre-revenue issuers should pick “No Revenues,” not “Decline to Disclose.” The two convey different signals to examiners.
A common mistake is picking “Decline to Disclose” out of habit. The consequence is reduced credibility with state examiners and possible follow-up questions.
A misconception is that disclosing size waives confidentiality. The form already shows ranges, not exact figures, so no precise financial data leaks.
Item 6: Federal Exemptions and Exclusions Claimed
This box asks which exemption supports the offering. For Pennsylvania notice filings, the issuer checks Rule 506(b) or Rule 506(c), and may also check Section 4(a)(5) or Investment Company Act exclusions where relevant.
For example, Rule 506(b) for a friends-and-family round with no general solicitation.
A nuance: Rule 506(c) requires verification of accredited investor status, while Rule 506(b) allows up to 35 non-accredited but sophisticated investors. Picking the wrong box can void the exemption.
A common mistake is checking both 506(b) and 506(c). The consequence is exemption failure because the two are mutually exclusive within a single offering.
A misconception is that you can switch from 506(b) to 506(c) mid-offering by amending Item 6. You can, but only if no general solicitation occurred during the 506(b) phase, per SEC Compliance and Disclosure Interpretation 260.09.
Item 7: Type of Filing
This box asks whether the filing is a new notice or an amendment. Pick “New Notice” for the first filing; pick “Amendment” for any update, including annual amendments for continuous offerings.
For example, New Notice for a startup’s initial Series A close.
A nuance: amendments are required when there is a material change, when an annual anniversary passes for ongoing offerings, or when correcting an error.
A common mistake is filing a new notice when you should have filed an amendment. The consequence is two open filings on EDGAR and confusion at the state level. Pennsylvania will charge a second $500 fee.
A misconception is that minor typos do not require amendment. They do if they affect investor count, amount sold, or related persons.
Item 8: Date of First Sale
This box asks for the date of the first sale of securities in the offering. The “first sale” is when an investor becomes irrevocably bound, typically when the subscription agreement is countersigned and funds are accepted.
For example, 2026-04-15 if Maria Lopez’s investment cleared on April 15, 2026.
A nuance: Pennsylvania’s 15-day clock under 10 Pa. Code § 203.187 runs from the first sale to a Pennsylvania resident, which may be later than the federal first sale date.
A common mistake is using the wire date instead of the binding date. The consequence is a deadline miscalculation that triggers a late filing.
A misconception is that the first sale is the closing date of the offering. It is the first investor’s commitment, not the final close.
Item 9: Duration of Offering
This box asks whether the offering will last more than one year. Check “Yes” or “No.” Continuous funds and rolling offerings answer “Yes.”
For example, Yes for an evergreen real estate fund.
A nuance: a “Yes” here triggers an annual amendment requirement on each anniversary of the first sale.
A common mistake is checking “No” to avoid the annual amendment, then leaving the offering open. The consequence is an automatic deficiency once you cross the one-year mark.
A misconception is that closing the offering early eliminates amendments. It does, but only if you file a final amendment indicating the close.
Item 10: Type of Securities Offered
This box asks what the issuer is selling. Options include Equity, Debt, Option to Acquire Another Security, Security to be Acquired Upon Exercise of Option, Pooled Investment Fund Interests, and Tenant-in-Common Securities.
For example, Equity for preferred stock; Pooled Investment Fund Interests for LP interests in a fund.
A nuance: SAFEs and convertible notes are typically reported as Debt or Option, depending on terms. Convertible preferred stock with a mandatory conversion is Equity.
A common mistake is reporting SAFEs as Equity. The consequence is a mismatch with how the SEC categorizes them, which can trigger examiner questions.
A misconception is that warrants are reported separately from the underlying. They are reported as the option type only.
Item 11: Business Combination Transaction
This box asks whether the offering is part of a business combination such as a merger, acquisition, or exchange. Most ordinary capital raises check “No.”
For example, No for a Series Seed equity round.
A nuance: SPAC initial offerings, reverse mergers, and stock-for-asset deals check “Yes.” The Pennsylvania Department of Banking and Securities pays close attention to combination filings under 70 P.S. § 1-203(k).
A common mistake is checking “Yes” for a routine secondary or follow-on. The consequence is unnecessary scrutiny and follow-up questions.
A misconception is that any acquisition by the issuer triggers “Yes.” Only when the offering itself is the consideration does the box turn yes.
Item 12: Minimum Investment
This box asks for the minimum amount any investor can put in, in U.S. dollars. Round to the nearest dollar.
For example, $25,000 for a typical accredited-only fund.
A nuance: a “$0” entry signals there is no minimum, which is fine but draws examiner attention because of investor protection concerns under 70 P.S. § 1-404.
A common mistake is leaving the field blank. The consequence is a rejected filing because the box is required.
A misconception is that the minimum binds future investors. It does not; you can amend if you accept smaller checks later, but you must amend.
Item 13: Total Offering Amount and Amount Sold
This box asks for the total offering size and the total dollar amount already sold. “Indefinite” is permitted for continuous funds.
For example, Total Offering: $25,000,000; Amount Sold: $4,500,000 for a real estate fund mid-raise.
A nuance: if the cap is uncapped, choose “Indefinite.” Do not enter a placeholder dollar figure.
A common mistake is reporting committed but unfunded capital as sold. The consequence is overstating the raise, which can trigger state-level scrutiny.
A misconception is that “Amount Sold” includes accrued interest on convertible notes. It includes only principal amounts of securities sold.
Item 14: Investors
This box asks for the total number of investors who have purchased and how many are non-accredited. Rule 506(c) offerings must show zero non-accredited.
For example, 12 investors, 0 non-accredited for a 506(c) offering.
A nuance: trusts, LLCs, and joint accounts each count as one investor, not multiple.
A common mistake is counting subscribers who have not yet funded. The consequence is overstatement of the count and a future amendment burden.
A misconception is that adding non-accredited investors is freely allowed under 506(b). It is, up to 35, but each must receive specific disclosures under Rule 502(b).
Item 15: Sales Commissions and Finders’ Fees
This box asks for total sales commissions paid and total finders’ fees paid, with names and CRD numbers of recipients. “Estimate” is permitted with a checkbox.
For example, Sales Commissions: $135,000 to Keystone Capital Partners, CRD 123456.
A nuance: unregistered finders are a major Pennsylvania enforcement target. If the recipient lacks a CRD, expect a follow-up letter and possible referral to enforcement under 70 P.S. § 1-301.
A common mistake is reporting only registered broker-dealers and omitting paid finders. The consequence is a misleading filing and potential rescission.
A misconception is that internal employees who solicit do not need disclosure. They may, depending on the issuer-employee exemption analysis.
Item 16: Use of Proceeds
This box asks how much of the gross proceeds will go to executive officers, directors, and promoters as payments. “Clarification of Response” allows up to 255 characters.
For example, $0 if no proceeds go to insiders, or $250,000 if a founder takes a salary from the raise.
A nuance: salaries to officers from operating capital count if paid from offering proceeds. The Department reads this box closely.
A common mistake is entering “$0” when an officer receives offering-funded compensation. The consequence is a material misstatement and potential rescission rights.
A misconception is that this box covers all uses of proceeds. It does not; it covers only insider payments.
Signature Block
The form ends with a signature block where an authorized officer signs and dates. EDGAR signatures are typed; the executed paper signature must be retained by the issuer for five years per SEC Rule 302(b).
For example, Maria Lopez, CEO, 2026-04-29.
A nuance: the signer must be the issuer or a duly authorized officer. Outside counsel cannot sign on behalf of the issuer.
A common mistake is using an electronic image signature without retaining the wet-ink original. The consequence is a Rule 302 violation that becomes visible in any future enforcement.
A misconception is that the signature date must equal the filing date. It can be earlier, as long as the manual signature is retained.
Pennsylvania-Specific Cover Components
In addition to the federal Form D, Pennsylvania requires a Form U-2 Uniform Consent to Service of Process and the $500 fee. The U-2 lists the Pennsylvania Secretary of the Commonwealth as agent for service of process and must be signed and notarized.
A nuance: corporations also need a Form U-2A corporate resolution authorizing the U-2. LLCs use an operating agreement reference or a manager’s certificate.
A common mistake is filing the U-2 without notarization. The consequence is rejection and a refiling delay that may push the issuer past the 15-day deadline.
A misconception is that EFD eliminates the U-2 requirement. It does not. The U-2 must be uploaded as an attachment in EFD or mailed if filing on paper.
Three Filled-Out Examples Using Real Scenarios
Scenario 1: Pittsburgh SaaS Startup, Rule 506(b), $2M Round
Maria Lopez is the CEO of Keystone Biotech Holdings, LLC, a Pittsburgh SaaS startup raising $2M from accredited investors plus two friends-and-family non-accredited investors. The first sale to a Pennsylvania resident closed on April 15, 2026.
| Form Section | What Maria Enters |
|---|---|
| Item 1 — Issuer Name | Keystone Biotech Holdings, LLC |
| Item 1 — Jurisdiction | Delaware |
| Item 2 — Principal Office | 600 Grant Street, Suite 4900, Pittsburgh, PA 15219 |
| Item 4 — Industry | Technology — Computers |
| Item 6 — Exemption Claimed | Rule 506(b) |
| Item 8 — Date of First Sale | 2026-04-15 |
| Item 13 — Total Offering / Amount Sold | $2,000,000 / $750,000 |
| Item 14 — Investors | 7 total, 2 non-accredited |
| Item 16 — Insider Payments | $0 |
| PA Cover — Fee | $500 ACH via EFD |
Scenario 2: Philadelphia Real Estate Fund, Rule 506(c), $25M Raise
Marcus Chen runs Liberty Bell Real Estate Fund III, LP, a Philadelphia real estate fund raising $25M under Rule 506(c) with general solicitation. The first Pennsylvania resident invested on March 1, 2026.
| Form Section | What Marcus Enters |
|---|---|
| Item 1 — Issuer Name | Liberty Bell Real Estate Fund III, LP |
| Item 1 — Jurisdiction | Delaware |
| Item 4 — Industry | Pooled Investment Fund — Real Estate Fund |
| Item 5 — Size | Aggregate NAV $5,000,001 — $25,000,000 |
| Item 6 — Exemption Claimed | Rule 506(c) |
| Item 8 — Date of First Sale | 2026-03-01 |
| Item 9 — Duration > 1 Year | Yes |
| Item 13 — Total Offering / Amount Sold | $25,000,000 / $4,500,000 |
| Item 14 — Investors | 18 total, 0 non-accredited |
| Item 15 — Commissions | $135,000 to Keystone Capital Partners, CRD 123456 |
| PA Cover — Fee | $500 ACH via EFD |
Scenario 3: First-Time Delaware LLC, $500K Friends-and-Family Round
Aisha Patel is a founder forming Schuylkill Tech Labs, LLC, a Delaware LLC with PA-based founders raising $500K from family and three accredited angels. The first Pennsylvania sale was on May 5, 2026.
| Form Section | What Aisha Enters |
|---|---|
| Item 1 — Issuer Name | Schuylkill Tech Labs, LLC |
| Item 1 — Year of Formation | 2026 |
| Item 2 — Principal Office | 1900 Market Street, Floor 8, Philadelphia, PA 19103 |
| Item 3 — Related Persons | Aisha Patel, CEO and Manager |
| Item 6 — Exemption Claimed | Rule 506(b) |
| Item 8 — Date of First Sale | 2026-05-05 |
| Item 12 — Minimum Investment | $10,000 |
| Item 13 — Total Offering / Amount Sold | $500,000 / $175,000 |
| Item 14 — Investors | 5 total, 2 non-accredited |
| PA Cover — Form U-2 | Notarized, signed by Aisha Patel |
| PA Cover — Fee | $500 paper check to PA Department of Banking and Securities |
Janet Rivera, a paralegal at a Philadelphia securities boutique, prepares Aisha’s filing and calendars the May 20, 2026 deadline. Carlos Romero, a CFO at a small fund, prepares the EFD submission for Marcus.
How to File the Completed Form
Pennsylvania accepts filings through three channels: the EFD portal, paper mail, and in-person delivery.
The NASAA Electronic Filing Depository is the dominant channel. Log in, select “Form D Filing,” choose Pennsylvania as a state of notice, upload the federal Form D from EDGAR (or paste the EDGAR accession number), upload the notarized Form U-2, and pay the $500 fee by ACH or credit card. Processing is typically same-day, and you receive a stamped confirmation in your EFD inbox.
Paper filings go to Pennsylvania Department of Banking and Securities, Bureau of Securities Compliance and Examinations, 17 N. Second Street, Suite 1300, Harrisburg, PA 17101. Include a transmittal letter, the federal Form D printout, the notarized Form U-2, and a check for $500 made payable to Commonwealth of Pennsylvania. Processing takes two to four weeks. Keep the certified mail receipt as proof of filing.
In-person delivery is permitted at the Harrisburg office during business hours. The Department will date-stamp a copy. Cash is not accepted; bring a check.
Fees are non-refundable under 10 Pa. Code § 609.012. Even if your filing is rejected for a defect, you must pay another $500 to refile. That makes accuracy at first submission critical.
The federal Form D is filed separately on EDGAR. EDGAR filing and Pennsylvania notice filing are two distinct acts, both required.
What Happens After You File
Once submitted through EFD, the Department’s compliance examiners review the filing for completeness. Most filings clear within 10 business days without any contact. If a defect is found, the Department issues a deficiency letter giving the issuer typically 30 days to cure.
If the filing is accepted, no formal acceptance order is issued. The EFD confirmation and a Department database entry serve as proof. You can search the Pennsylvania Banking and Securities filings database for your filing.
If the filing is late, the Department may impose a late fee, require a correction filing, or in serious cases pursue enforcement under 70 P.S. § 1-602. Investors who purchased during a defective filing window may have rescission rights for up to one year after discovery.
Annual amendments are due on each anniversary of the first sale for continuous offerings. Final amendments are required when the offering closes. Both carry no additional Pennsylvania fee under current Department practice, although policy may change.
Mistakes to Avoid When Filling Out the Form
- Missing the 15-day deadline. This triggers potential rescission rights for every Pennsylvania investor.
- Using a P.O. Box in Item 2. The SEC rejects the filing automatically.
- Listing a d/b/a in Item 1 instead of legal name. Causes deficiency letters and possible exemption challenge.
- Checking both Rule 506(b) and 506(c). The two are mutually exclusive and the exemption fails.
- Forgetting the Form U-2 notarization. Pennsylvania rejects the filing and the deadline keeps running.
- Paying the wrong fee amount. $500 is required; underpayment triggers rejection.
- Omitting an outside director from Item 3. Creates bad-actor risk and a defective filing.
- Reporting committed but unfunded capital as sold. Misstates Item 13 and may trigger investor claims.
- Filing a new notice when you should amend. Costs another $500 and confuses the record.
- Using an “Other” industry code when a specific one fits. Drives examiner attention to the file.
- Counting one trust as multiple investors. Inflates Item 14 and burdens future amendments.
- Failing to retain the wet-ink signature. Violates SEC Rule 302(b) and creates an enforcement trail.
Do’s and Don’ts
- Do file through EFD whenever possible because it is faster and gives same-day confirmation.
- Do calendar the 15-day deadline the moment a Pennsylvania investor signs because the clock cannot be paused.
- Do retain the executed paper signature page for at least five years to satisfy SEC Rule 302.
- Do check FINRA BrokerCheck for every paid finder before listing them in Item 15.
- Do file an annual amendment for continuous offerings on the anniversary of the first sale.
- Do confirm the Form U-2 notary block before mailing or uploading.
- Don’t use a d/b/a or trade name in Item 1 because it triggers deficiency letters.
- Don’t pay finders without CRDs, because Pennsylvania actively enforces against unregistered intermediaries.
- Don’t rely on EDGAR’s federal filing as a substitute for the state notice; both are required.
- Don’t assume “Decline to Disclose” in Item 5 is harmless; examiners read it as evasive.
- Don’t forget that the 15-day clock runs from the first sale to a Pennsylvania resident, not the first sale anywhere.
- Don’t sign and date the form without an authorized resolution or operating agreement provision.
Pros and Cons of Filing on Your Own vs. With Help
| Approach | Considerations |
|---|---|
| Pro — Filing pro se via EFD | Saves $1,500 to $3,500 in legal fees per filing |
| Pro — Speed | Same-day confirmation through EFD |
| Pro — Founder learning | Builds deep familiarity with Reg D rules |
| Pro — Simplicity for small rounds | A friends-and-family round under $500K is straightforward |
| Pro — Direct control | Founder controls timing and content |
| Con — Deadline risk | A missed 15-day deadline can cost an entire round |
| Con — Signature retention | SEC Rule 302 retention is easy to overlook |
| Con — Bad-actor analysis | Rule 506(d) screens require legal judgment |
| Con — Finder analysis | Distinguishing finders from brokers is fact-specific |
| Con — Amendment obligations | Annual and material-change amendments are easy to miss |
For most issuers, a hybrid model works well: counsel handles the first filing and trains the in-house team to handle amendments via EFD.
FAQs
Do I need to file a Form D notice in Pennsylvania if no PA residents bought in?
No. The Pennsylvania notice requirement under 10 Pa. Code § 203.187 is triggered only when a sale is made to a Pennsylvania resident. No PA buyers means no PA notice.
Is the $500 fee refundable if my filing is rejected?
No. Pennsylvania filing fees are non-refundable. If a filing is rejected, you must pay another $500 to refile, so accuracy on the first submission matters.
Can I file just the federal Form D on EDGAR and skip the state notice?
No. EDGAR filing satisfies the federal requirement only. Pennsylvania separately requires its notice filing under 70 P.S. § 1-203(d).
Do I write the issuer’s d/b/a or legal name in Item 1?
No. Item 1 requires the legal name from the certificate of formation. A d/b/a goes elsewhere or in supplemental fields.
Can I check both Rule 506(b) and Rule 506(c) in Item 6?
No. The two exemptions are mutually exclusive in a single offering. Checking both voids the exemption claim.
Is a P.O. Box acceptable for the principal office in Item 2?
No. The SEC requires a deliverable street address in Item 2. P.O. Boxes trigger automatic rejection.
Do I need to file an amendment every year for a continuous offering?
Yes. Continuous offerings require an annual amendment on the anniversary of the first sale, plus amendments for material changes.
Does Pennsylvania accept the EFD electronic filing alone?
Yes. EFD submission, including the uploaded Form U-2 and ACH fee, satisfies the Pennsylvania notice filing requirement.
Can I count a trust with three beneficiaries as three investors in Item 14?
No. A trust counts as one investor for Form D purposes regardless of the number of beneficiaries.
Is the date of first sale in Item 8 the wire date or the binding date?
No, not the wire date. The first sale is the date the investor becomes irrevocably bound, typically when the subscription agreement is countersigned.
Do I need a Form U-2 if I file electronically through EFD?
Yes. The Form U-2 must be uploaded as an attachment in EFD; electronic filing does not eliminate the consent-to-service requirement.
Can outside counsel sign the Form D on behalf of the issuer?
No. Only an authorized officer of the issuer may sign. Counsel may prepare and submit, but the signature must be the issuer’s officer.
Is the 15-day deadline calculated in calendar days or business days?
Yes, calendar days. Pennsylvania’s 15-day rule under 10 Pa. Code § 203.187 runs in calendar days from the first sale to a Pennsylvania resident.
Do I need to amend if I add one more accredited investor after filing?
No. Adding accredited investors without changing the offering size or other material terms generally does not require an amendment until the annual cycle.
Related reading
- How to Fill Out Pennsylvania Securities Investment Adviser Registration + FAQs
- How to Fill Out the Massachusetts Securities Division Form D Notice + FAQs
- How to Fill Out Georgia Securities Form D Notice (GA) (w/Examples) + FAQs
- How to Fill Out North Carolina Securities Form D Notice (NC) + FAQs
- How to Fill Out Virginia SCC Form D Notice Filing (Virginia) + FAQs
- How to Fill Out Colorado Form D Notice Filing + FAQs
- How to Fill Out SEC Form S-1 (w/Examples) + FAQs