How to Fill Out Washington DFI Securities Form D Notice Filing + FAQs

A Washington DFI Securities Form D notice filing is the notice you submit to the Washington Department of Financial Institutions Securities Division when you sell securities in Washington under a federal Regulation D exemption, and most issuers do it by filing the SEC Form D (OMB No. 3235-0076) through the Electronic Filing Depository and paying a $300 fee. You are not registering your securities. You are telling the state that you are claiming an exemption and that you are giving up the right to keep that offering secret from the regulator.

This filing matters because Washington can deny or revoke your exemption if you miss the 15-day deadline or get a key field wrong, which can stall your raise and expose your company to enforcement. The rules live in WAC 460-44A-503, and that rule was last amended effective January 10, 2020, so always confirm you are reading the current version. More than 30,000 Form D notices are filed across the states each year through the NASAA EFD system, and a single wrong checkbox can hold up an entire round.

Here is what you will learn in this guide:

  • 📌 What the Washington Form D notice filing is and exactly who must file it
  • 🗂️ The documents, numbers, and access credentials you must gather before you start
  • ✍️ A line-by-line walkthrough of every Form D field, with sample entries
  • 💸 The real fees, deadlines, and penalties that govern this filing
  • ✅ The most common mistakes, do’s and don’ts, and answers to field-level questions

What the Form Is and Who Must File It

The Washington Form D notice filing is a notice, not a registration. When your company sells securities under Rule 506(b) or Rule 506(c) of Regulation D, federal law preempts state registration, but states keep the right to require a notice and a fee. Washington uses that right through WAC 460-44A-503, which is authorized by RCW 21.20.327 under the Securities Act of Washington.

You must file if you sell securities to even one investor located in Washington under Rule 506. The trigger is the first sale in the state, which is the date an investor is irrevocably committed to invest. Your company does not need to be based in Washington. If a Washington resident buys into your offering, the duty attaches to your out-of-state company too.

The agency that receives the filing is the Securities Division of the Washington DFI. The statute behind the fee and the deadline is WAC 460-44A-503, the deadline is 15 days after the first Washington sale, and the penalty for ignoring it is denial or revocation of your exemption. Each of these pieces connects: the statute creates the duty, the deadline sets the clock, and the penalty is what the agency can do when the clock runs out.

A plain-English version of the rule is this: if you take money from a Washington investor under Rule 506, you have 15 days to tell the state and pay $300. The consequence of violating it is that the Division can treat your offering as unexempt, which can mean it was an illegal, unregistered sale. For example, Cascade Bio Inc. closed a $2 million round with two Seattle angels and forgot to file; months later it lost its exemption and had to deal with a rescission risk. A common misconception is that filing the federal Form D with the SEC also satisfies Washington, but it does not, because the state filing and fee are separate.

Before You Start: Documents and Information You Need

Gathering everything before you open the form saves you from a stalled filing, because the EDGAR session times out after one hour of inactivity. Collect these items first.

  • EDGAR access codes (CIK, CCC, password). You need these to file the federal Form D first; without them you cannot generate the filing that Washington pulls into EFD.
  • Login.gov credentials. The individual filer now signs in through Login.gov; missing this blocks you at the EDGAR door.
  • EFD account login. Washington 506 filings go through EFD; no account means no state filing.
  • Issuer legal name and entity type. The state cross-checks this; a mismatch with your charter triggers questions.
  • Date of first sale in Washington. This sets your 15-day clock; guessing it wrong can make you late on paper.
  • Total offering amount and amount sold. These dollar figures populate Item 13; wrong numbers can force an amendment.
  • List of executive officers, directors, and promoters. Item 3 requires them; leaving one out is a material omission.
  • Federal exemption claimed (506(b) or 506(c)). This drives the correct checkbox in Item 6; the wrong box invites scrutiny.
  • Payment method for fees. EFD takes card or ACH for the $300 state fee plus the $150 system fee; no payment means no accepted filing.
  • Authorized signer’s information. Item 16 must be signed by someone authorized; an unauthorized signature can void the notice.

Having these in hand matters because the filing is one continuous session, and a missing CIK or unconfirmed first-sale date can force you to abandon the form and start again, burning days off your 15-day window.

Where to Get the Form and How to Access It

There is no separate paper “Washington Form D” for Rule 506 offerings. Washington uses the SEC Form D itself, and WAC 460-44A-503(5) requires you to file it and pay the fee through the Electronic Filing Depository run by NASAA. So the flow is two steps: file the federal Form D on EDGAR, then make the state notice filing in EFD.

To get the federal form, log into the SEC’s online forms login, choose “Form D” under “Make a Filing,” and complete it online. New filers must first submit a Form ID to request EDGAR access, which can take a few days, so start early. You can draft your answers on a printed copy of Form D before you log in, since the session times out after one hour.

To make the Washington notice filing, create or log into your account at the EFD website, select Washington as a state, link your filed Form D, and pay the fees. A common mistake here is assuming the state form is mailed to Olympia; for 506 offerings, paper is not accepted and the only channel is EFD, so a mailed copy will not count and your deadline keeps running.

Step-by-Step: How to Fill Out SEC Form D Line by Line

The Form D you file is divided into numbered Items. Below is each major Item in the order it appears on the official SEC Form D, with how to answer it, a sample entry, an edge case, a common mistake, and a misconception to drop.

Item 1: Issuer’s Identity

This field asks who is offering the securities, including the issuer’s legal name, any previous names, and entity type. Enter the exact legal name as it appears on your formation documents, select the entity type (corporation, LLC, limited partnership, etc.), and list the year and place of incorporation or organization. For example, Cascade Bio Inc. enters its name in all the name field, checks Corporation, and writes Washington, 2024. If your company recently changed its name, list the prior name in the “previous names” line so the state can match its records.

A common mistake is typing a trade or “doing business as” name instead of the legal entity name, which causes the Division’s cross-check against your charter to fail and can flag the filing. A misconception filers carry is that a minor formatting difference does not matter, but the agency matches names closely, and Cascade Bio, Inc. versus Cascade Bio Inc can trigger a manual review.

Item 1 (continued): CIK and Filer Information

This part asks for your Central Index Key (CIK), the number EDGAR assigns to your company. Enter the CIK exactly as issued; it appears on your EDGAR account and ties every filing to your company. For example, Cascade Bio Inc. enters 0001999888 as its CIK. If you have never filed with EDGAR, you will not have a CIK yet, so you must complete the Form ID access process first to receive one.

A common mistake is creating a second EDGAR account and a duplicate CIK for a company that already has one, which splits your filing history and confuses regulators. A misconception is that the CIK is secret like a password; it is public, while your CCC and password are the credentials you must protect.

Item 2: Principal Place of Business and Contact Information

This field asks for the issuer’s street address and phone number. Enter the physical principal office address, not a P.O. Box alone, plus a working phone number where the company can be reached. For example, Cascade Bio Inc. enters 500 Union St, Seattle, WA 98101 and a 206 area-code phone. If your company operates from a home office, use that address, since the state needs a real location tied to the issuer.

A common mistake is listing the law firm’s or accountant’s address as the principal place of business, which misstates where the issuer actually operates. A misconception is that this address determines which states you must file in; the states you file in depend on where your investors are, not where your office sits.

Item 3: Related Persons

This field asks you to list each executive officer, director, and promoter connected to the issuer, with their names and addresses. Enter the full legal name and address of every such person and check the role boxes that apply to each. For example, Cascade Bio Inc. lists Dr. Lena Park as Executive Officer and Director with her business address. If a person holds more than one role, check every box that fits rather than picking just one.

A common mistake is leaving off a promoter who helped organize the offering, which is a material omission that can undermine the exemption. A misconception is that passive investors must be listed here; they do not belong in Item 3, which is only for officers, directors, and promoters.

Item 4: Industry Group

This field asks which industry best describes the issuer’s business. Select the single industry group from the list that most closely matches what your company does, such as Biotechnology, Pooled Investment Fund, Commercial Real Estate, or Technology. For example, Cascade Bio Inc. selects Biotechnology. If your company spans two areas, pick the one that reflects the core business, since the form allows only one main group.

A common mistake is selecting “Other” when a precise category exists, which makes your filing look careless and can draw questions. A misconception is that the industry choice changes your fee or filing duty; it does not change the $300 Washington fee, it only classifies your business for the regulator’s data.

Item 5: Issuer Size

This field asks for the issuer’s revenue range or aggregate net asset value, with a “Decline to Disclose” option. Choose the bracket that matches your revenue, or for funds, your net asset value. For example, Cascade Bio Inc., a pre-revenue startup, selects No Revenues. If you are a brand-new entity with no operating history, the No Revenues or Decline to Disclose options are available and appropriate.

A common mistake is guessing a revenue bracket you cannot support, which creates an inconsistency if the company’s records later say otherwise. A misconception is that “Decline to Disclose” looks suspicious to the state; it is a built-in, accepted choice and does not by itself harm your filing.

Item 6: Federal Exemptions and Exclusions Claimed

This field asks which federal exemption you are relying on, and it is the most important box for Washington. Check Rule 506(b) if you did not generally solicit, or Rule 506(c) if you advertised broadly and verified that all buyers are accredited. For example, a real estate syndicator running online ads checks Rule 506(c), while a friends-and-family round checks Rule 506(b). If you are claiming more than one exemption for the same offering, check each that applies, but 506(b) and 506(c) are mutually exclusive for one offering.

A common mistake is checking 506(b) while running public ads, which is a direct contradiction because 506(b) bans general solicitation, and this can blow your exemption. A misconception is that the box is just a formality; Washington’s rule keys the $300 fee and the filing duty to whether you marked 506(b) or 506(c), so the box has real legal weight.

Item 7: Type of Filing

This field asks whether this is a new notice or an amendment to a prior filing. Select New Notice for your first filing of this offering, or Amendment to update a notice already on file. For example, Cascade Bio Inc. selects New Notice for its first round, and later selects Amendment when it adds an investor. If you are filing the annual update for a continuing offering, you select Amendment.

A common mistake is filing a brand-new notice when you meant to amend, which creates duplicate records for the same offering. A misconception is that amendments are optional housekeeping; under WAC 460-44A-503(3), some amendments are required, including the annual amendment for an ongoing offering.

Item 8: Duration of Offering

This field asks whether the offering will last more than one year. Check Yes if you expect to keep selling for over a year, or No if it will wrap up sooner. For example, a venture fund raising over many quarters checks Yes, while a one-time bridge round checks No. If you are unsure, base the answer on your realistic plan, since a “more than one year” answer signals you may have an annual amendment duty.

A common mistake is checking No on a fund that clearly raises for years, which sets up a missed annual amendment later. A misconception is that this box locks you in; it is a good-faith estimate, and your actual obligation to amend follows the real facts of the offering.

Item 9: Type(s) of Securities Offered

This field asks what kind of securities you are selling. Check all that apply, such as Equity, Debt, Pooled Investment Fund Interests, Option/Warrant, or Security to be Acquired. For example, Cascade Bio Inc. checks Equity for its preferred stock round. If your round includes both stock and convertible notes, check both Equity and Debt so the form reflects the full structure.

A common mistake is checking only Equity when SAFEs or convertible notes are involved, which understates the offering’s nature. A misconception is that a SAFE is not a security and needs no box; SAFEs are securities, and you should reflect the instrument honestly.

Item 10: Business Combination Transaction

This field asks whether the offering is connected to a merger, acquisition, or similar business combination. Check Yes or No. For example, Cascade Bio Inc. checks No because it is raising growth capital, not funding a merger. If your raise exists to finance an acquisition, check Yes and be ready to explain the structure.

A common mistake is overlooking this when the raise funds a roll-up or acquisition, which misstates the offering’s purpose. A misconception is that a simple equity round needs a Yes here; routine financings are No unless a business combination is the actual purpose.

Item 11: Minimum Investment

This field asks the minimum dollar amount a single investor must commit. Enter the minimum accepted from any outside investor, in whole dollars. For example, Cascade Bio Inc. enters $25,000. If you accept smaller amounts from insiders but set a higher floor for outside investors, enter the minimum that applies to outside investors.

A common mistake is entering $0 by accident, which signals there is no minimum and may not match your subscription documents. A misconception is that lowering the minimum later requires a new notice; under the rule, certain minimum-investment changes do not force an amendment, but a decrease beyond the threshold can.

Item 12: Sales Compensation

This field asks you to identify any broker-dealer or person paid to sell the securities, with their CRD number and the states where they solicit. Enter each recipient of sales compensation, their FINRA CRD number, and the states involved. For example, if Cascade Bio Inc. uses a placement agent, it enters the agent’s name and CRD number. If no one is paid to sell, you indicate that no sales compensation is being paid.

A common mistake is leaving this blank while paying a finder, which raises serious questions about unregistered broker activity. A misconception is that paying a friend a small “finder’s fee” is harmless; paying transaction-based compensation to an unregistered person can itself be a violation.

Item 13: Offering and Sales Amounts

This field asks for the total offering amount, the amount sold so far, and the amount remaining. Enter the total you are seeking, the dollars sold as of the filing, and the balance, using Indefinite only for funds where that is true. For example, Cascade Bio Inc. enters $5,000,000 total, $2,000,000 sold, and $3,000,000 remaining. If you have closed nothing yet but the clock started, you may show $0 sold while still meeting the deadline based on your first commitment.

A common mistake is reporting the amount raised to date as the total offering size, which understates the offering and forces an amendment as you sell more. A misconception is that the numbers must be exact to the penny; they are good-faith figures, but they must be consistent with your records and updated when material changes occur.

Item 14: Investors

This field asks how many investors have bought and whether any are non-accredited. Enter the total number of investors and the number who are non-accredited, if any. For example, Cascade Bio Inc. enters 2 total investors, 0 non-accredited. If you are filing under 506(c), this number should be 0 non-accredited, because 506(c) requires all purchasers to be accredited.

A common mistake is reporting non-accredited investors in a 506(c) offering, which directly contradicts the exemption you checked in Item 6. A misconception is that the 35 non-accredited investor limit applies to 506(c); that cap is a 506(b) feature, while 506(c) allows none.

Item 15: Sales Commissions and Finders’ Fees Expenses

This field asks the dollar amount of sales commissions and finders’ fees you have paid or expect to pay. Enter the figures, using 0 if none and an estimate if the final number is unknown. For example, Cascade Bio Inc. enters $0 in both fields because it used no agent. If you used a placement agent, enter the commission paid and clarify any estimate.

A common mistake is entering $0 while Item 12 names a paid broker, which makes the two fields contradict each other. A misconception is that internal salaries count here; this field is about commissions and finders’ fees tied to the offering, not ordinary employee pay.

Item 16: Use of Proceeds

This field asks the amount of gross proceeds used or to be used to pay officers, directors, or promoters. Enter the dollar amount, or 0 if none of the proceeds go to those insiders. For example, Cascade Bio Inc. enters $0 because the raise funds lab equipment, not insider salaries. If part of the proceeds repays a founder loan, that may belong here, so check the form’s definition.

A common mistake is reporting your entire raise here, misreading the field as “total use of proceeds.” A misconception is that all spending must be itemized; the field targets only payments to the listed insiders, not your whole budget.

Signature and Submission Block

This part requires the signature of a person authorized by the issuer, the signer’s name, title, and the date. Enter the authorized signer’s name, their title, and the date in the form’s required format, then certify the information is true. For example, Dr. Lena Park, Chief Executive Officer, signs and dates the form 05/29/2026. If an attorney files on the company’s behalf, the issuer must still authorize that person to sign.

A common mistake is having an unauthorized employee sign, which can render the notice defective. A misconception is that the signature is a mere formality; signing certifies the filing is true and not used to evade the law, and a false certification carries real exposure.

Three Filled-Out Examples Using Real Scenarios

These three named scenarios show how different issuers complete the same Form D for a Washington notice filing.

Scenario 1: Cascade Bio Inc. — Seattle startup, 506(b) friends-and-family round

Form Section What Cascade Bio Enters
Item 1 Issuer Name Cascade Bio Inc., Corporation, Washington, 2024
Item 2 Address 500 Union St, Seattle, WA 98101
Item 6 Exemption Rule 506(b) checked
Item 9 Securities Equity (preferred stock)
Item 13 Offering Amount $5,000,000 total, $2,000,000 sold
Item 14 Investors 2 total, 0 non-accredited
Item 15 Commissions $0
Signature Dr. Lena Park, CEO, 05/29/2026
State Fee in EFD $300 Washington + $150 EFD

Scenario 2: Rainier Equity Partners — real estate syndicator, 506(c) with general solicitation

Form Section What Rainier Equity Enters
Item 1 Issuer Name Rainier Equity Partners LLC, LLC, Washington, 2023
Item 4 Industry Commercial Real Estate
Item 6 Exemption Rule 506(c) checked
Item 9 Securities Pooled Investment Fund Interests
Item 12 Compensation Placement agent named with CRD number
Item 13 Offering Amount $10,000,000 total, $4,000,000 sold
Item 14 Investors 15 total, 0 non-accredited
Item 15 Commissions $120,000
Signature Marcus Lee, Managing Member, 05/29/2026

Scenario 3: Evergreen Growth Fund — out-of-state fund with one Washington investor

Form Section What Evergreen Growth Enters
Item 1 Issuer Name Evergreen Growth Fund LP, Limited Partnership, Delaware, 2022
Item 2 Address 1209 Orange St, Wilmington, DE 19801
Item 6 Exemption Rule 506(b) checked
Item 8 Duration Yes, more than one year
Item 11 Minimum $100,000
Item 13 Offering Amount $50,000,000 total, Indefinite structure
Item 14 Investors 40 total, 0 non-accredited
Date of First WA Sale 05/15/2026 (triggers 15-day clock)
State Fee in EFD $300 Washington + $150 EFD

How to File the Completed Form

For Rule 506(b) and 506(c) offerings, Washington accepts the notice filing through one channel only: the Electronic Filing Depository. You first file the federal Form D on the SEC’s EDGAR system, which charges no federal fee, then make the state filing in EFD.

  • EFD (state notice filing). Go to efdnasaa.org, select Washington, link your Form D, and pay. The fee is $300 to Washington under WAC 460-44A-503 plus a $150 EFD system-use fee per offering, paid by credit card or ACH. Processing is near-immediate, and your proof of filing is the EFD confirmation and receipt, which you should download and save.
  • EDGAR (federal Form D). File at the SEC online forms login. There is no SEC fee. Processing is immediate, and your proof is the EDGAR accession number, which you keep with your records.
  • Mail, in person, or fax. Not available for 506 offerings, because the rule mandates EFD. A mailed paper copy will not satisfy the requirement, and your 15-day clock keeps running.

Keep both the EDGAR accession number and the EFD receipt together, because if the Division ever asks, those two records prove you filed federally and paid the state on time.

What Happens After You File

After you submit through EFD and pay, Washington receives your notice almost immediately, and the offering is on record as a claimed exemption. The Division does not “approve” your offering; a notice filing is not a merit review, so do not expect an approval letter. Your filing simply puts the state on notice that you are relying on Rule 506.

Your obligations do not end at submission. Under WAC 460-44A-503(3), you must amend the notice to fix a material error, to reflect certain changes, and annually if the offering is still continuing on the anniversary of your filing. The annual amendment is filed through EFD just like the original.

If you file late or not at all, the Division can deny or revoke the exemption, which can convert your sale into an unregistered securities transaction and expose your company to enforcement and investor rescission rights. For example, Evergreen Growth Fund LP discovered a missed annual amendment during due diligence for its next raise and had to scramble to cure it before closing. Keep a calendar reminder for the anniversary date so the continuing-offering amendment never slips.

Mistakes to Avoid When Filling Out the Form

  • Missing the 15-day deadline. Your exemption can be denied or revoked, exposing the sale as unregistered.
  • Checking 506(b) while advertising. This contradicts the no-solicitation rule and can destroy the exemption.
  • Reporting non-accredited investors in a 506(c) filing. This conflicts with 506(c) and undermines the claimed exemption.
  • Filing only federally and skipping EFD. The state fee and notice go unpaid, so Washington has no valid filing.
  • Entering a trade name instead of the legal name. The state’s record check fails and your filing gets flagged.
  • Using a duplicate CIK. Your filing history splits and regulators cannot match your company.
  • Leaving a promoter off Item 3. This material omission can weaken the exemption.
  • Reporting amount sold as total offering size. This understates the offering and forces a corrective amendment.
  • Forgetting the annual amendment. A continuing offering falls out of compliance on its anniversary.
  • Letting the EDGAR session time out. You lose your entries and burn days off the 15-day clock.
  • Paying the state fee but not the $150 EFD fee. The submission will not complete, so nothing is on file.
  • Having an unauthorized person sign. The notice can be treated as defective.

Do’s and Don’ts

Do’s

  • Do file within 15 days of your first Washington sale, because the deadline is firm and lateness risks your exemption.
  • Do match the Item 6 box to your actual conduct, because the box drives your legal obligation.
  • Do gather all data before logging into EDGAR, because the session expires after one hour.
  • Do save your EDGAR accession number and EFD receipt, because they are your proof of timely filing.
  • Do calendar the annual amendment date, because continuing offerings must update yearly.
  • Do use the exact legal entity name, because the state cross-checks it against your charter.

Don’ts

  • Don’t assume the SEC filing covers the state, because Washington’s notice and $300 fee are separate.
  • Don’t mail a paper Form D for a 506 offering, because only EFD is accepted.
  • Don’t guess your revenue bracket, because an unsupported figure creates inconsistencies.
  • Don’t pay a finder who is unregistered, because transaction-based pay to such a person can be a violation.
  • Don’t ignore amendment triggers, because some amendments are legally required, not optional.
  • Don’t let an unauthorized employee sign, because that can void the notice.

Pros and Cons of Filing on Your Own vs. With Help

Filing On Your Own Filing With a Securities Attorney
Saves legal fees, which helps a lean startup budget Adds cost, which can run into thousands per offering
Full control over timing, so you file the moment you close Less direct control, since you rely on the firm’s schedule
Builds your team’s compliance knowledge for future raises Reduces your team’s hands-on learning, creating dependence
Fast for a simple single-state 506(b) round Slower for simple rounds due to coordination overhead
Risk of a wrong checkbox if you misread Item 6 Lowers error risk because counsel knows the field traps
You bear full responsibility if a deadline slips Counsel tracks deadlines, reducing the chance of a missed filing
Hard to scale across many states at once Scales well for multi-state “blue sky” filings

FAQs

Do I have to file a Washington notice if my company is not based in Washington?

Yes. If you sell securities under Rule 506 to even one investor located in Washington, the notice and $300 fee under WAC 460-44A-503 apply, regardless of where your company sits.

Do I file the Washington Form D by mail?

No. For Rule 506(b) and 506(c) offerings, the rule requires filing through the NASAA Electronic Filing Depository, so paper and mail are not accepted.

Do I pay only the $300 state fee?

No. You pay $300 to Washington plus a $150 EFD system-use fee per offering, so budget $450 in total fees for the state notice filing.

Do I owe an SEC fee for the federal Form D?

No. The SEC charges no fee for filing or amending a Form D; the cost is only at the state level through EFD.

Do I check Rule 506(b) or 506(c) in Item 6 if I ran online ads?

Yes, check 506(c). General solicitation is allowed only under 506(c), which also requires you to verify that every purchaser is accredited.

Do I list passive investors in Item 3 Related Persons?

No. Item 3 is only for executive officers, directors, and promoters, not for investors who simply buy securities.

Do I report non-accredited investors in a 506(c) offering in Item 14?

No. A 506(c) offering allows only accredited investors, so the non-accredited count in Item 14 must be zero.

Do I write my trade name or legal name in Item 1?

No trade name. Enter the exact legal entity name from your formation documents, and list any prior name in the “previous names” line.

Do I need to amend my notice every year?

Yes, if the offering is still continuing on the filing’s anniversary; WAC 460-44A-503(3) requires that annual amendment through EFD.

Do I need a CIK before I can file?

Yes. You file the federal Form D on EDGAR first, which requires a CIK obtained through the Form ID access process, so start that early.

Do small amounts of finder’s fees need to appear in Item 12?

Yes. Any person paid to help sell the securities belongs in Item 12, and paying an unregistered finder can itself be a violation.

Do I have 15 days from closing or from the first commitment?

Yes, 15 days runs from the first sale, which is when the first investor is irrevocably committed to invest, not when the round fully closes.

Do I get an approval letter from Washington after filing?

No. A notice filing is not a merit review, so the state does not approve the offering; your EFD receipt is your proof of filing.

Do I file a new notice or an amendment to add an investor later?

No new notice. Select Amendment in Item 7 to update an existing offering, since a new notice would create a duplicate record.