Kim Lisa TaylorSecurities Attorney, Founder, Syndication Attorneys, PLLC · Corporate Securities Attorney, 2x Best-Selling Author, Nationwide Speaker | Private Placement

Form D Is Federal

23 Sept 2026 · 2 min

Watch on YouTube

2:21

In this video, the presenter explains that filing a federal Form D under Regulation D does not complete a syndicator’s compliance obligations. While Rule 506 preempts the need for advance state approval before a capital raise, most states (except Florida) still require a post‑sale notice, known as a Blue Sky filing, within 15 days of the first sale to an investor in that state. New York is an outlier, demanding a separate Form 99 filing for all real‑estate offerings before any fundraising can begin. The speaker emphasizes that the SEC’s Form D confirmation email only proves federal acceptance and does not replace state filings; each state where investors reside must receive its own Blue Sky filing, often resulting in 15‑20 filings for national raises. The federal and state systems operate independently, so syndicators must manage both to stay compliant, especially when raising capital in New York. The full video further details why this occurs even with legal counsel and how to verify that filings have been completed.

Chapters

Most syndicators file Form D and think they're done. They're not. Here's why this happens. Before Reg D existed, you might have had to get individual state approval before raising capital from investors in that state— separate approval processes for every state. Rule 506 preempts that system. You no longer need advance approval from each state. The federal exemption overrides the state pre-offering review process, but preempting the advance approval doesn't mean the states can't have a notice requirement, and all of them except for Florida do. New York is the only state that requires a separate Form 99 filing for all real estate offerings before you start raising capital from New York residents. All of the other states still require you to notify them after you raise capital from investors who live there. Not before. After. And there's a deadline. It's within 15 days of the first sale to an investor in that state. If an investor complains to their state securities regulator, what do you think the states look for first? You got it. The state notice is called the Blue Sky filing. It's different from the federal Form D. Different forms, different fees, and a required filing in every state where you have investors. Your Form D confirmation email from the SEC tells you that your federal filing was accepted. It doesn't replace the state filings. In fact, the states want a copy of your filed Form D. If you have investors in 8 states, that's 8 Blue Sky filings. Most syndicators raise nationally. Depending on the size of your raise, that could mean 15 or 20 state filings. The federal and state systems don't communicate with each other. The federal Form D confirmation is separate from your state Blue Sky filings. To be compliant, you need both. And if you're raising capital in New York, don't forget to comply with their Form 99 filing requirement. The full video covers why this happens, even when a sponsor has an attorney, and how to check whether your filings were actually done. See the link in the bio.