How to Fill Out Form D: Every Item Explained

Form D has 16 items and a signature block. For a typical apartment syndication LLC you enter the issuer's name and address, the people who run it (Item 3), the industry group Real Estate: Residential, the exemption (Rule 506(b) or 506(c)), equity as the security type, the minimum investment, the offering and sales amounts, the number of investors so far, any commissions or finders' fees, and how much of the raise goes to the people named in Item 3.

This guide walks through every item in order from the SEC's own instructions, with what a single-property apartment deal usually enters and the mistakes to avoid. When Form D is due and how to file it are covered in the Form D filing guide; what the public can see is in is Form D public. Rules are as of October 2026.

What is on Form D, item by item?

Item	Title	What a typical apartment syndication LLC enters
1	Issuer's identity	The deal LLC's exact legal name, entity type Limited Liability Company, state of organization, and "Within last five years" with the year
2	Principal place of business	A street address (no P.O. box or "in care of") and a phone number
3	Related persons	Each executive officer, director and promoter, with relationship boxes checked
4	Industry group	Real Estate: Residential
5	Issuer size	Revenue range, often "No Revenues" or "Decline to Disclose" for a new LLC
6	Exemptions claimed	Rule 506(b) or Rule 506(c); an Investment Company Act box only if the issuer relies on one
7	Type of filing	New notice, with the date of first sale or "First Sale Yet to Occur"
8	Duration	Whether the offering is meant to last more than one year
9	Securities offered	Equity
10	Business combination	No
11	Minimum investment	The minimum from any outside investor, or 0 if it can be waived without limit
12	Sales compensation	Blank if no one is paid to sell; otherwise each recipient and the states solicited
13	Offering and sales amounts	Total offering amount, amount sold so far, remaining
14	Investors	Number of non-accredited investors (if any) and total investors so far
15	Sales commissions and finders' fees	Dollar amounts, or 0
16	Use of proceeds	Gross proceeds paid or to be paid to people named in Item 3
Signature	Terms of submission	An authorized person signs for the issuer, with title

Items 1 and 2: who is the issuer?

The issuer is the deal LLC that sells the interests, not the sponsor's management company. Use its name exactly as on its certificate of formation and give any name used in the past five years. If the LLC is not formed yet, the form allows "Yet to Be Formed," but by the time investors sign it normally exists.

Item 2 needs a full street address of the principal place of business. The SEC instructions say post office boxes and "in care of" addresses are not acceptable.

The instructions ask for the full name and address of:

each executive officer and director of the issuer, and anyone performing similar functions, "such as the general and managing partners of partnerships and managing members of limited liability companies" (title alone is not determinative); and
each person who has functioned, directly or indirectly, as a promoter of the issuer within the past five years of the later of the first sale or the date the filing was required.

In an LLC run by the sponsor's own manager LLC, the instructions focus on function, so the individuals who run the manager usually belong here; ask your attorney whether to list the manager entity too. Use the clarification box when a bare name could mislead, for example to say a person is a manager of the issuer's managing member.

Item 3 is public. The instructions ask for an address, not a home address, so you may prefer to give a business address.

Items 4 to 10: industry, size, exemption and security

Item 4. Pick the industry group that best reflects how most of the proceeds will be used. An apartment building is Real Estate: Residential. A fund that pools money to invest in several deals picks Pooled Investment Fund and a fund type.

Item 5. Give the revenue range for the latest fiscal year, or revenue to date if the issuer has not existed for a full year. "Decline to Disclose" is allowed. "No Revenues" is for a business meant to produce revenue that did not; "Not Applicable" is for a business not meant to produce revenue.

Item 6. Check the exemption: Rule 506(b) or Rule 506(c), matching how you will market the deal (see 506(b) vs. 506(c)). The same item lists Investment Company Act Section 3(c) exclusions; check one only if the issuer is relying on it.

Item 7. For a new notice, enter the date of first sale or check "First Sale Yet to Occur." The date of first sale is "the date on which the first investor is irrevocably contractually committed to invest," which, depending on the contract, could be the date the issuer receives the subscription agreement or check. Form D is due no later than 15 calendar days after that date.

Item 8. Say whether you intend the offering to last more than one year. An offering still open a year later needs an annual amendment; see Form D amendments.

Item 9. LLC interests are Equity. The instructions name "partnership and limited liability company interests" as equity securities.

Item 10. Buying a building is not a merger or exchange offer, so the answer is usually No.

Items 11 to 13: minimum, sales compensation and amounts

Item 11. Enter the minimum accepted from any outside investor. If the minimum can be waived, give the lowest amount below which no waiver will be granted. The SEC staff says that if the issuer may waive the minimum for any outside investor without a floor, the answer is zero. Employees, officers, directors, general partners, consultants, advisors and vendors of the issuer and its affiliates are not "outside" investors, and the SEC staff adds their immediate family members and the trusts they control.

Item 12. List each person paid, directly or indirectly, a commission or similar compensation for sales, including finders, with their CRD number if they have one (BrokerCheck shows it), the broker-dealer they are associated with, and the states where they solicit or plan to. A person without a CRD number is still listed. If no one is paid for sales, the SEC staff says to leave every field blank and go to Item 13. Paying unregistered people per dollar raised raises broker questions; see paying capital raisers.

Item 13. Enter (a) the total offering amount, (b) the amount sold as of the filing date and (c) the amount remaining. Include cash to be paid later under mandatory capital commitments. Amounts are cumulative from the start of the offering, not since the last filing.

Items 14 to 16 and the signature

Item 14. Say whether securities have been or may be sold to non-accredited investors and how many have invested; then give the total number of investors so far. The SEC staff says the total is the historic count to date, even if some investors no longer hold.

Item 15. Give sales commissions and finders' fees separately, estimated if not known. The SEC staff says this covers all such fees, not only those paid from offering proceeds.

Item 16. Give the amount of gross proceeds paid or to be paid to anyone named in Item 3 as an executive officer, director or promoter, estimated if needed. Sponsor fees paid out of the raise at closing, such as an acquisition fee to the manager, are the usual entries.

A worked example (hypothetical, for illustration only). An LLC raises $3,000,000 to buy a 48-unit building. The manager, owned by two sponsors, receives a $180,000 acquisition fee at closing from the raise. No one is paid to sell. Twelve investors have signed when the notice is filed, all accredited, totaling $1,450,000.

Item	Entry
13(a) Total offering amount	$3,000,000
13(b) Total amount sold	$1,450,000
13(c) Remaining	$1,550,000
14 Non-accredited investors	Box not checked (506(c) deal)
14 Total investors	12
15 Sales commissions and finders' fees	$0 and $0
16 Use of proceeds to related persons	$180,000 (estimate box checked if not final)

$3,000,000 - $1,450,000 = $1,550,000 remaining. Note that the form labels 13(c) "Subtract (a) from (b)," but the remaining amount is the offering amount minus the amount sold.

Signature. An individual who is a duly authorized representative of each issuer signs, dates and submits the notice, with their title (for example, "Manager of [Manager LLC], Manager of [Issuer LLC]"). By submitting, the issuer agrees to the terms of submission: it undertakes to furnish offering information to the SEC or states on written request as the law allows, appoints the SEC and state officials as agents for service of process for claims arising from the offering, and certifies that it is not disqualified from Rule 506 by the bad actor rule in Rule 506(d). The form warns that intentional misstatements or omissions are federal crimes under 18 U.S.C. 1001.

What mistakes do sponsors make on Form D?

Late date of first sale. Using the closing date instead of the first irrevocable commitment, which makes the filing late.
Missing promoters. Leaving off someone who acted as a promoter in the past five years, or a co-sponsor who runs the deal.
A waivable minimum entered as the stated minimum. If it can be waived without a floor, the answer is zero.
Item 12 filled with "None" text. Leave it blank if no one is paid to sell, and list every paid solicitor if someone is.
Item 16 at zero when fees come out of the raise. Fees paid to the manager or its people from the proceeds are reported.
Wrong exemption box. A deal advertised publicly is a 506(c) offering; the box must match.

How DoorRaise fits in

DoorRaise helps sponsors raise equity for apartment buildings with 5 or more units from their friends and followers, under Rule 506(c) by default or 506(b), and takes verified accredited investors only. DoorRaise prepares the deal's Form D from what it already holds (the LLC, the people who run it, the raise, the minimum, the fees and the signed investors) and files it and the state notices; see filings. The free Form D deadline calculator shows the 15-day date from your first sale. Fees are $1,500 to set up (non-refundable), $5,000 at closing (only if the deal closes) and $3,500 a year.

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Sponsors can see the fee card.

FAQ

What are the Form D instructions from the SEC?

The SEC publishes Form D with general instructions (who must file, when, amendments, how to file) and item instructions for each of the 16 items and the signature. They are in the Form D PDF on sec.gov.

Each executive officer and director of the issuer and anyone with similar functions, such as the managing members or managers of an LLC, plus anyone who acted as a promoter of the issuer within the past five years.

What goes in Form D Item 12?

Each person paid a commission or similar compensation for selling the securities, including finders, with any CRD number, their broker-dealer and the states solicited. If no one is paid for sales, leave it blank.

What goes in Form D Item 13?

The total offering amount, the amount sold as of the filing date and the amount remaining, all cumulative from the start of the offering and including cash due later under mandatory capital commitments.

Does Form D cost anything to file?

There is no federal filing fee. States charge their own notice filing fees.

Sources

This article is general information as of October 2026, not legal advice. Form D is a federal filing made under penalty of law, so check your answers with your own securities attorney. Every investment can lose money. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.