In a move that is expected to ease filing burdens for small businesses in particular, the SEC announced today proposed amendments to Regulation D and Form D. The most significant is that Form D—the form used by issuers to report offerings of securities without registration under the Securities Act—must be filed electronically, and paper submissions will no longer be accepted.
The SEC has officially been considering electronic filing of Form D since 1998, but the inquiry into electronic filing stalled over concerns that it might be burdensome to force small businesses to file Form D using the SEC’s EDGAR filing system. The SEC’s description of the proposed amendments, however, states that Form D will be filed through a new filing system accessible by any computer with internet access. Issuers will file by providing information in electronic data fields in response to a series of questions. The SEC promises clearer and simpler questions, streamlined informational requirements, and an electronic database of Form D information available to regulators and the public.