Regulation D

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Regulation D allows for some exemptions from registration with the Securities and Exchange Commission. Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. The commonly termed Reg D provides three exemptions from the registration requirements, allowing some smaller companies to offer and sell their securities without having to register the securities with the SEC.

Companies that meet the Reg D requirements must still file a form known as a Form D after they first sell their securities. Form D is a brief notice that includes the names and addresses of company owners and stock promoters, but contains little other information about the company.

The SEC suggests that if an individual is thinking about investing what they believe is a Reg D company, they call the SEC's public reference branch or send an email to publicinfo@sec.gov to determine whether a company has filed Form D or to obtain a copy. If the company has not filed a Form D, the company may not be in compliance with the federal securities laws.

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