Verify Private Placement
Before investing in any private placement, verify that the company has filed the required SEC Form D notice. Search 450,321 filings.
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Check Filing
Verify Form D was filed
Review Details
Check offering terms and people
Research Further
Check SEC actions and news
Red Flags to Watch For
- No Form D filed: Legitimate private placements must file Form D within 15 days of first sale
- Guaranteed returns: No investment can guarantee returns - this is a major fraud indicator
- Pressure to invest quickly: Legitimate offerings don't pressure investors
- Unregistered sellers: Verify the person selling is properly licensed
- Missing or incomplete information: Be wary if key details are unavailable
- Too good to be true: If promised returns seem unrealistic, they probably are
What is SEC Form D?
Form D is a notice that companies must file with the SEC when selling securities without registration under Regulation D. While filing Form D doesn't mean the SEC has approved the investment, a missing Form D for a claimed private placement is a significant red flag. Our database contains 450,321 Form D filings dating back to 2008.
Additional Verification Steps
Beyond checking Form D filings, you should: (1) Verify the seller's registration on FINRA BrokerCheck, (2) Check for SEC enforcement actions at SEC Litigation Releases, (3) Search for state securities violations, and (4) Research the company and executives thoroughly online.