The disappearing Form D (2018)

Startups ghost the SEC as filings vanish; commenters smell a cover-up

TLDR: TechCrunch spotlights startups skipping Form D filings, the simple notice of fundraising, and commenters report EDGAR searches turning up nada. The crowd debates secrecy versus transparency, with jokes about “Form Don’t,” while some argue it’s harmless and others say it erodes public insight into the money flow.

Form D — the quick, free notice startups are supposed to file when they raise money — is suddenly playing hide-and-seek. TechCrunch noticed some big names aren’t showing up in the SEC’s public database, known as EDGAR, and the crowd went full conspiracy-thriller mode. One user scoured EDGAR search for database startups and came up empty, bluntly concluding, “everyone stopped doing this.” The running joke? Form D stands for Form Don’t.

For the uninitiated: the SEC (the U.S. Securities and Exchange Commission) runs EDGAR, a public filing site. Companies raising private money are supposed to file a simple Form D within 15 days, but many appear to be skipping it to avoid headlines and internal drama. The spiciest take is that startups are deliberately ghosting the paperwork to dodge scrutiny from press, rivals, and even their own employees. Cue the memes: “EDGAR is the new Where’s Waldo,” and “stealth mode, but for legal forms.” Not everyone is panicking; some shrug that nothing bad happens if you skip it. Others worry that hiding raises hurts public transparency about the economy. The vibe? A split between "meh" pragmatists and pitchfork-wielding disclosure hawks, all refreshing EDGAR and finding… nothing.

Key Points

  • The article highlights missing SEC Form D filings for some startups, using Patreon as an example despite public reports of significant fundraising.
  • Form D must be filed within 15 days of the first sale when startups use SEC registration exemptions; the filing is free and straightforward.
  • Form D generally preempts most state securities laws, reducing the need for separate state filings.
  • Despite theoretical penalties, courts and the SEC have held that failing to file Form D does not remove a startup’s covered security exemption; companies may instead need to file state forms.
  • A hypothesized reason for non-filing is to avoid public scrutiny of fundraising, with additional sensitivities around disclosures noted by a reader.

Hottest takes

"could not find filing info about most of them" — eatonphil
"I guess everyone stopped doing this" — eatonphil
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