Risk and compliance

Form D

Also called SEC Form D, Notice of sales on Form D.

Form D is the short notice an issuer must file with the SEC within 15 calendar days of the first sale in a Regulation D offering, and it is a public EDGAR record an investor can search to confirm that an EB-5 offering was in fact filed as described. It is a notice, not an approval.

What it decides

17 CFR 230.503(a)(1) requires an issuer relying on Rule 504 or Rule 506 to file a notice of sales on Form D, the form codified at 17 CFR 239.500, for each new offering no later than 15 calendar days after the first sale, electronically through EDGAR. Where the offering is still running the issuer must amend annually under 230.503(a)(3)(iii) and must correct material errors as soon as practicable. The SEC neither reviews nor approves the deal: the form carries the issuer, related persons, the exemption claimed, the offering and sold amounts, the minimum investment, sales compensation and the states solicited, and nothing about the project's merits. Filing it in a good faith attempt to comply is expressly not general solicitation under 230.502(c)(2). A late filing does not by itself void the exemption: 230.507(a) removes it only once a court has enjoined the issuer, a predecessor or an affiliate for failing to comply with 230.503, and 230.507(b) lets the Commission excuse even that for good cause. A pure Regulation S offering sold abroad requires no Form D.

Governed by 17 CFR 230.503(a) and (b); the form itself at 17 CFR 239.500; the general solicitation carve-out in the proviso to 17 CFR 230.502(c)(2); disqualification and its good cause relief at 17 CFR 230.507(a) and (b). All read from the eCFR renderer API for title 17 on 5 August 2026. Filings are public on SEC EDGAR, but sec.gov returns an identical block page to an automated fetch for any path, including fabricated ones, so no EDGAR URL is cited and none was used as evidence.

Where this is explained properly

Pages here that go into form d rather than mentioning it.

Understanding the SEC’s Role in Policing EB-5 Fraud

Related terms

Regulation D and Rule 506Regulation D is the Securities Act rule set whose Rule 506 lets an EB-5 issuer sell interests in the new commercial enterprise without registering them with the SEC, on conditions that fix who may buy, whether the deal may be advertised, and what the issuer must tell a purchaser who is not accredited.
Regulation SRegulation S is the Securities Act rule set that treats offers and sales occurring outside the United States as falling outside the registration requirement of section 5, and it is the exemption most EB-5 offerings rely on when selling to investors abroad. The EB-5 statute expressly preserves it for regional centers.
Private placement memorandumA private placement memorandum is the disclosure document an EB-5 issuer gives an investor before subscription, setting out the deal terms, the people behind it, the fees taken out of the money and the ways the money can be lost, and since 2022 a regional center must file it with USCIS along with the rest of its offering documents.
Securities and Exchange CommissionThe Securities and Exchange Commission is the five member federal agency established by 15 U.S.C. 78d that enforces the federal securities laws over EB-5 offerings alongside USCIS and independently of it, and neither its rules nor its silence amounts to approval of any offering.

Checked against primary sources on 10 August 2026. Back to the glossary