Federal Form D filing
Form D filed on SEC EDGAR within 15 days of first sale, with all required fields (issuer, offering, investors, use of proceeds) extracted from offering documents and cap table.
The most rigorous Reg D & blue sky filing pack an issuer can use.
The Reg D & Blue Sky Notice-Filing Compliance Engine assembles a documentation-complete filing pack — federal Form D, all triggered state notice filings, fee calculations, deadline monitoring, and renewal calendar — checked against SEC rules and each state's blue sky requirements before a securities attorney releases it.
Every state blue sky requirement for Rule 506 offeringsFederal Form D + 46-state notice filings, gate-checkedSEC EDGAR · NASAA EFD · state-specific formsSecurities attorney sign-off on every pack5-business-day SLA
Why filings fail
A single missed state filing can trigger fines, rescission, or a frozen raise.
Every private placement under Regulation D must file a federal Form D within 15 days of the first sale — and separate notice filings in each of the up to 46 states where investors reside. Miss one state, miss a deadline, or misfile a form, and the issuer faces state fines of $10,000–$100,000, cease-and-desist orders, and — worst of all — rescission rights that let investors demand their money back with interest.
Most issuers handle this by hand, relying on securities lawyers billing $400–$900/hour or legacy filing shops that still key data manually. The rules are fragmented across 50+ jurisdictions, deadlines recur annually, and the cost of error is catastrophic.
The Reg D & Blue Sky Notice-Filing Compliance Engine exists to close that gap with a single, exhaustive standard applied identically to every offering.
$10k–$100k
state fines per missed filing, plus investor rescission rights
The benchmark
Measured against the letter of SEC rules and every state blue sky statute — subsection by subsection.
We do not summarize the law and hope. Every pack is scored against a versioned rule pack tied to the exact text of SEC Regulation D and each state's blue sky filing requirements. These are the provisions each pack is held to.
State notice filings
For each state where investors reside, the correct state-specific form (or NASAA EFD cover sheet) is drafted, fees calculated, and filed within the state's deadline — typically concurrent with or shortly after Form D.
Triggered states determination
Investor residency is reconciled across subscription agreements, entity structures, and state residency rules; only states requiring a filing are included, and no state is omitted.
Perpetual deadline monitoring
Every filing's anniversary and renewal deadline is tracked on a 365-day calendar; amendments (e.g., material changes, new investors) are flagged and drafted automatically.
Accurate state fees
Each state's filing fee is calculated deterministically based on offering size, number of investors, and state-specific fee schedules — no manual lookup errors.
Securities attorney sign-off
A licensed securities attorney (of counsel) reviews the complete pack, confirms exemption reliance and completeness, and signs the attestation — keeping the service on the right side of UPL.
How a pack is built
Intake to attorney release, with deterministic gates the AI cannot overrule.
AI extracts and drafts. Deterministic rules — running as code, outside the model — decide what is complete. A securities attorney signs every release. That order is never reversed.
01
Compliance Gap Scan
Upload the offering documents (PPM, subscription agreement, cap table, investor list). We return a free completeness read: which filings and states are triggered, and which are missing.
02
Data extraction & state triggering
As your authorized clerical agent, we extract issuer info, offering terms, and investor residency from the docs. The engine determines exactly which states require a filing.
03
Grounded drafting
Federal Form D and each state's notice filing are drafted from validated data and the rule pack into field-locked templates — no legal opinions, no invented facts.
04
Deterministic completeness gates
Fees reconcile to state schedules to the penny; deadlines are verified against the 15-day window; investor residency is cross-checked; any failure blocks release.
05
Attorney release
A securities attorney (of counsel) reviews the exception queue and signs the release. High-value or complex offerings route to senior counsel review first.
06
Delivery & monitoring
You receive the pack: federal Form D, all state filings, fee summary, evidence log, filing instructions, and a perpetual deadline calendar — ready for the issuer to submit or for us to file on your behalf.
The bar we hold
Rigor you can measure.
100%
Attorney-released
No pack ships without a securities attorney's signature.
5 days
Standard SLA
From complete intake to released pack.
<1%
Critical-defect target
Tracked against a gold-standard pack library.
46
State blue sky jurisdictions
Every state requiring a notice filing for Rule 506 offerings.
Why the Reg D & Blue Sky Engine
Built to be the most thorough option an issuer has.
Documentation-complete, by design
The deliverable is completeness itself — every federal and state filing accounted for or explicitly exception-coded. Nothing is left implicit.
Deterministic, not vibes
The gates that decide completeness are code, not a model's opinion. A drafting error cannot slip past a statutory requirement.
In its lane, on purpose
We prepare documentation and run searches as your clerical agent. We never provide legal advice, and a securities attorney signs off on every pack.
Engagement
Flat fee, per released pack. No hourly billing, ever.
Simple, predictable, and aligned with a compliance standard — not a cut of any raise.
- A free Compliance Gap Scan before you commit — see exactly what is missing.
- One flat fee per released Notice-Filing Compliance Pack; disclosed pass-through state filing fees.
- Optional fixed-fee attorney review for complex or high-value offerings.
- Optional Perpetual Monitoring Add-on for annual renewals and amendments, pre-dated to your filing calendar.
FAQ
Questions, answered precisely.
Is the Reg D & Blue Sky Engine a law firm?
No. The Reg D & Blue Sky Notice-Filing Compliance Engine, a service of Your Deputy, Obuke LLC, provides documentation-completeness services. It is not a law firm, does not provide legal advice, and does not represent you in any legal matter. Attorney review is available and recommended for complex or high-value offerings.
Do you file the forms on my behalf?
We prepare the complete pack and provide filing instructions. If you authorize, we can file the federal Form D on SEC EDGAR and state filings on NASAA EFD as your clerical agent. You retain full responsibility for the offering.
What makes a pack 'complete'?
Completeness is defined by SEC rules and state blue sky statutes: federal Form D filed within 15 days, all triggered state filings drafted with correct fees, investor residency reconciled, and deadlines monitored. Deterministic gates enforce each one before release.
How fast is it?
The standard SLA is five business days from complete intake to an attorney-released pack. The free Gap Scan is returned much sooner and tells you exactly what is still needed.
How are you priced?
A flat fee per released pack, plus disclosed pass-through state filing fees. No hourly billing and no percentage of any raise.
See what's missing before it costs you a raise.
Start with a free Compliance Gap Scan. Send your offering documents and we'll return a completeness read against every federal and state filing requirement.
Documentation-completeness service · not legal advice · the issuer remains responsible for all filings.