Last reviewed: 7 August 2026 · By Randy Mitchell, Co-Founder, Private Capital Development
Three filings cover most U.S. raises: Form D (free, due 15 days after the first sale, and public), state blue-sky notices (typically US$100–500 per state of sale), and — where the fund touches derivatives — a CFTC exemption notice due before any subscription agreement. None involves review or approval. Fee schedule as of 1 July 2026.
Educational content — not legal advice. See the full note at the end of this article.
Our cost guide answers what the U.S. filing layer costs (almost nothing) and how long it takes (no waiting, anywhere). This page answers the questions that come next, once a raise is real: what actually happens when you file, what the world can see afterward, what the setup takes for a firm that has never touched an American filing system, and which obligations keep running after everyone stops paying attention. The existing internet on this subject is written for American startups by filing vendors. This page is written for a fund manager in London or Singapore whose operations person has just asked, reasonably, "filed where, exactly?"
Three systems, run by three different bodies, none of which talk to each other.
EDGAR is the SEC's filing platform, and Form D lives there: the public notice of your exempt offering, due within fifteen days of the first sale, free of charge. EDGAR issues a receipt, not a response; nothing is reviewed.
EFD, the Electronic Filing Depository, is the multistate portal run by the state regulators' association (NASAA). Your blue-sky notices go here, one per state where an investor closes, generally a copy of the same federal Form D plus that state's fee. New York retired its separate form in December 2020 and now takes the federal Form D through EFD like everyone else; Florida, per its own regulator, requires no Rule 506 notice at all.
NFA's exemption system is where the derivatives notice goes, if your fund trades futures, swaps, or most currency forwards. Filed electronically, effective on filing, reaffirmed annually.
That is the complete inventory for most raises. The adviser-side filing (the Exempt Reporting Adviser report, through a fourth system called IARD) is covered in our adviser-layer guide; it belongs to the manager rather than the offering, but its setup point below applies equally.
The filings are trivial. Getting the ability to file is the part that catches first-timers, and it deserves to be on your calendar weeks before any clock can start.
First-time EDGAR access requires a Form ID application, completed online through the SEC's Filer Management site, and here is the requirement that surprises non-U.S. applicants: every applicant must upload a notarized authenticating document — a copy of the completed Form ID, signed by the applicant's authorized individual in the presence of a notary, submitted as a PDF (verified against the SEC's own filing instructions, 7 August 2026). If someone signs under a power of attorney, the power of attorney must be notarized too. Paper applications are no longer accepted. For a firm whose signatories sit in another country, that means arranging a local notarization of an English-language SEC document; whether your local notarial form needs anything further is a detail worth one email to your filing agent or counsel before the deadline fortnight, not during it. Individual filers also need U.S. government login credentials (Login.gov) under the current access model.
Two more pieces of plumbing with lead times: the IARD account for the adviser filing must be created and funded at least 48 hours before the filing it pays for, and the EDGAR filing screen itself has a one-hour inactivity timeout — so the working practice is to assemble the entire Form D offline first and treat the online session as pure data entry.
The rule of thumb that falls out of all this: build the plumbing during structuring. A firm that sets up EDGAR, EFD, and IARD access in the quiet weeks before first close files everything afterward in minutes. A firm that starts at day one of a fifteen-day clock, with a signatory abroad and a notary to find, has manufactured its own emergency.
Form D is public on EDGAR the moment it is filed, and it says more than most managers expect: the issuer's identity and jurisdiction, its executive officers and directors, a flag identifying it as a pooled investment fund, the total offering amount, the amount sold to date, the minimum investment accepted from outside investors, the number of investors so far, any sales commissions or finders' fees, and a check box announcing whether the offering relies on 506(b) or 506(c).
Who reads it: competitors, data vendors, and journalists, systematically. Fundraising-intelligence services parse new Form Ds daily; a filing is, in practice, a press release with a legal deadline.
Three strategic consequences follow, and they are worth thinking about before the first close rather than after. Because the form must be amended annually while the offering continues, and every amendment restates the amount sold, a multi-year raise publishes its own progress bar. Because the minimum-investment field is public, a fund adopting the 2025 verification route's US$1,000,000 entity minimum is visibly doing so. And because the fifteen-day clock runs from the first sale, a small early close publishes the raise's existence months before the institutional close; some managers time their first close with exactly that visibility in mind, in either direction.
Three triggers. A material mistake: amend as soon as practicable. A change in the reported information: amend as soon as practicable, unless the change sits on the form's short de-minimis list — usefully, an increase in the offering amount of up to ten percent cumulative, and a decrease in the minimum investment of up to ten percent, need no amendment. And annually: for as long as the offering continues, a new amendment is due on or before the anniversary of the last filing.
The trap is in the mechanics: an amendment is never a delta. Every amendment restates the entire form, current as of that date. Treat the annual amendment as a fresh filing with the old one as a starting draft, and diarize it the day the first Form D goes in.
Mechanically, they are the same act repeated: for each state where an investor closes, a notice through EFD (generally the federal Form D again) plus that state's fee, within fifteen days of the first sale in that state. The clocks run in parallel with the federal one, from the same trigger, measured state by state. The fees and each state's quirks are tabulated in the cost guide; the operational points here are just two. File in states where sales occur, not everywhere you marketed — four states of investors means four notices, not fifty. And a late notice does not destroy the federal exemption (that requires much worse), but state late fees vary from zero to meaningful, and a clean filing record is one of those small things that surfaces, pleasantly or not, in institutional diligence.
If the fund's portfolio touches commodity interests — futures, most swaps, most currency forwards — its operator needs either CFTC registration or an exemption, and the standard exemption for securities-focused funds (known by its rule number, 4.13(a)(3)) holds the portfolio under de-minimis thresholds: derivatives margin under five percent of portfolio value, or net notional under one hundred percent.
It gets missed at the start because its deadline is the earliest in the entire U.S. stack, and the only one that precedes money: the notice must be filed with NFA before a subscription agreement is delivered to any prospect. Not before closing — before the documents go out.
It gets missed again every year afterward, because the exemption must be reaffirmed annually within sixty days of calendar year end, and the failure is silent. No reminder arrives; no letter warns you; the exemption simply lapses, and the operator is unregistered without anything having visibly happened. Among the recurring obligations in a U.S. raise, this is the one that most deserves a standing calendar entry with two names on it.
One structural flag for offshore funds: a fund whose documents were drafted to the foreign-participants-only CFTC exemption — the one that requires offering documents to affirmatively prohibit U.S. investors — cannot simply add a U.S. sleeve. Admitting U.S. investors means leaving that exemption, which is a structuring conversation with counsel, not a filing.
| Filing | System | Trigger | Deadline | Fee | Public? | Recurs? |
|---|---|---|---|---|---|---|
| CFTC exemption notice | NFA | Sending the first subscription agreement | Before delivery | Filed electronically | Listed | Reaffirm annually, within 60 days of year end |
| ERA report (Form ADV) | IARD | First reliance on the adviser exemption | Within 60 days | US$150 | Yes | Annual update, 90 days after fiscal year end |
| Form D | EDGAR | First investor irrevocably committed | Within 15 days | US$0 | Yes, immediately | Amend annually while offering continues; full restatement |
| State notices | EFD | First sale in each state | Within 15 days, per state | ~US$100–500 typical (1 July 2026 schedule) | Varies | New York renews every four years |
| Setup (Form ID, notarization, IARD funding) | EDGAR / IARD | None — do it early | Before any clock starts | — | — | Once |
The calendar is simple enough to run on one page — which is exactly how managers who plan their U.S. entry properly carry it.
Can a non-U.S. company file Form D? Yes — and it must, if it sells in reliance on Regulation D. The form accommodates non-U.S. issuers; the practical hurdle is first-time EDGAR access, which requires an online Form ID application with a notarized authenticating document. Set it up weeks before the 15-day clock can start.
Is Form D confidential? No. It is public on EDGAR immediately, including the offering amount, amount sold, minimum investment, investor count, and whether the offering uses 506(b) or 506(c). Treat it as a public announcement with a legal deadline.
When is Form D due? Within 15 calendar days after the first investor is irrevocably contractually committed — the subscription countersignature, not the capital call. Weekend and holiday deadlines roll to the next business day.
Do I have to keep filing after the first Form D? Yes, in three cases: to correct material mistakes, to reflect changes outside a short de-minimis list, and annually for as long as the offering continues — and every amendment restates the whole form.
What happens if a state notice is filed late? The federal exemption survives — a late Form D does not forfeit Rule 506 — but state consequences vary from nothing to fixed or escalating late fees. File on time; the fees are small and the clean record matters at diligence.
What is the CFTC filing and does my fund need it? If the fund trades futures, swaps, or most currency forwards, its operator files an exemption notice with the NFA before any subscription agreement is delivered — and must reaffirm it annually within 60 days of year end. Missing the reaffirmation silently ends the exemption.
Does anyone review or approve these filings? No. All three systems issue receipts, not responses. The filings are notices of positions you have already taken — which is why the legal work happens before filing, not after.
Educational content only. This article explains publicly available regulation for general information, current as of the "Last reviewed" date shown above. It is not legal, tax, or compliance advice — U.S. securities law and EU marketing law each require qualified counsel, and nothing here substitutes for either. Private Capital Development LLC is not a law firm, and is not a placement agent or broker-dealer; we do not conduct regulated fund distribution in the European Union or the United States. We connect fund managers and institutional investors through relationship facilitation on a flat-fee retainer.
About the author. Randy Mitchell is the co-founder of Private Capital Development LLC. He spent thirteen years at the U.S. Department of Commerce / International Trade Administration, from 2001 to 2014, where he organized and ran more than 150 LP/GP introductory sessions across 45 cities on six continents. He is not a lawyer, and this is not legal advice.
For managers planning a U.S. raise: CapitalConnect, multi-city U.S. roadshows built for non-U.S. managers meeting U.S. institutional investors. For ongoing U.S. relationship development: Concierge, one-to-one LP introduction support on a flat monthly retainer. We are not lawyers and this is not a compliance service: we handle the relationship side while your counsel handles the regulatory side.