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SECURITIES


Regulation D Exempt Filings

Regulation D is a set of rules promulgated by the U.S. Securities and Exchange Commission (SEC) pursuant to the federal Securities Act of 1933, which provides exemptions from federal securities registration for certain defined offers and sales of securities. Under Regulation D, three registration exemptions are authorized, which are contained in Rule 504, Rule 505 and Rule 506. The corresponding exemptions under the Illinois Securities Law of 1953 are Section 4.G (limited offering exemption), Section 4.D (Uniform Limited Offering Exemption [ULOE]) and Section 2a. (Notification Filing for Covered Securities), respectively.

The disclosure document provided to investors must meet specific federal disclosure requirements. Prescribed formats for disclosure documents depend on the offering amount to be raised. All material information must be disclosed to allow prospective investors to make an informed decision.

A company cannot advertise or attempt general solicitation of investors under these exemptions. A company must inform potential investors of any resale restrictions.

All Initial and Annual Renewal Form D Filings must be made electronically with the SEC. Paper filings of Form D are not accepted.The Illinois Securities Department accepts only a copy of the electronic version of Form D that has been filed wih the SEC. For more information regarding the Form D electronic filing process, please visit the SEC's website.

Regulation D Rule 504 – Limited Offering Exemption

Regulation D Rule 505 – Uniform Limited Offering Exemption (ULOE)

Regulation D Rule 506 – Notification Filing

The Secretary of State, Illinois Securities Department or their information providers shall not be liable regardless of the cause or duration, for any errors, inaccuracies, omissions or untimeliness of the information, or for any delay or interruption in the transmission thereof to the user, or for any claims or losses arising therefrom.