What do I need to file with regulators?
In most cases you need not file anything prior to conducting your offering. However, after you receive capital from an investor, you will need to file, within 15 days, a "Form D" at the SEC and the state where you received the capital. Some states have additional forms that need to be filed with the Form D, see our section on BlueSky Filings. The SEC does not charge to file the Form D. Most states charge a fee of between $25 - $500. To find out what your state charges visit our "State Filings" section.
What is Regulation D?
"Regulation D" is a United States Federal program created under the Securities Act of 1933, indoctrinated in 1982, that allows companies the ability to raise capital through the sale of equity or debt securities (private or public stock shares) without registering the securities with Federal or State governmental agencies. [learn more]
What is a PPM?
A PPM (private placement memorandum) is a document (memo) used to sell securities (stock shares or promissory notes). The PPM discloses all the risks of the investment and discloses the company's business plan, management team and other material information. [learn more]
How can I purchase a PPM Template?
Click on your chosen link at the top of the page and read the information corresponding with the topic you are interested in, for example; choose "PPM Templates" and choose the PPM Template that best suits your purpose, click "buy now", "add to cart" and then "check out." After your purchase you will receive a link to download your template, or you can simply click on "My Account" choose "order history," click your invoice number and click "download." If you choose the wrong template don't panic, we'll replace it at no charge.
What materials will I need to finalize my PPM?
Typically you will need a Business Plan, Financial Statement, Management Bios, Stock Records and a general knowledge of Regulation D (which you can get right here on our website or at www.sec.gov).
How can I get NASAA State Legends for my PPM?
Our PPM's come with 10 state legends: California, Delaware, Florida, Illinois, Nevada, New Jersey, New York, Pennsylvania, Texas and Washington. To add more states, or to purchase legends without buying a PPM click here!
How do I download my PPM Template?
At the top of any webpage within our site click "Login" or "My Account," click "Account History," click the corresponding order #, then click "Download Now."
How can I update the Table of Contents in my PPM?
To update the Table of Contents, first make sure you have completed each section of the PPM. Next go to the table and highlight the entire table. Right click and choose "update field" then choose the item you would like to update, your options should be "update page numbers" and "update entire table." Click okay and you're done. That's it.
Note: if you delete sections, or headers from certain sections the table will not update that section, and may show an error on the table. If this happens simply delete it from the table as you do not need the section you deleted.
Can Legal PPM complete my PPM?
Yes, we offer a Template Customization Service. During your check out you can add this service to your order or you can specifically order a custom service. In addition we offer discounts for services provided by featured attorneys on our site. [learn more]
What kinds of businesses are eligible for Regulation D?
Any kind of business qualifies for Reg D. Start ups, Mom & Pop Shops, Franchises, Any Private Business and/or Publicly Traded Company. However, to qualify you must conduct your offering according to the rules.
Can I use an Executive Summary to develop a PPM?
Yes, but you should provide investors with as much information as possible. Our templates provide the typical sections listed in an executive summary and also include all the general disclosures you'll need to comply with Regulation D. However, it is ultimately your responsibility to customize your document to provide investors with the appropriate background information required by Reg D.
How do I file Form D?
As of March 16, 2009 all filings with regard to Form D must be done electronically through the SEC's Edgar service. To file you must first be given a CIK (username) and password. You can obtain these items from the SEC. Start here https://www.edgarfiling.sec.gov. If you need help filing we can help. We file hundreds of Reg D Offerings. Click here to sign up. For information regarding state filings click here.
Do I need an attorney to do a Reg D Offering?
No, but we always recommend having an attorney complete a final review before sending to investors. If you don't use an attorney and an investor files suit against you, you run the risk of having to return all the investment monies, fines and possible bans from doing Reg D Offerings in the future.
My Form D is out of date how can I get an up to date version?
The SEC updates Form D on an ongoing basis, so each month we also update it on our website. Click here to download the newest version. Remember this must be filed online at Edgar. See "How do I file Form D.
How do I choose which rule to rely on?
To rely on a specific Regulation D rule you will need to determine how much capital you're raising, from whom you are raising it and which state (or states) you are raising it in. See our section on Regulation D to read the different rules (504, 505 and 506).
How can I get Puerto Rico or Foreign Investment NASAA Legends for my PPM?
We provide these items. To add these simply choose to add them while purchasing your template (look to the right of the picture under the quantity field).
