b'A Form D should be filed with the SEC within 15 days of when the first investment becomes irrevocably contractually committed. The date this occurs should be firmly established in your offering documentsand you need to know what it isas this is the trigger for your filing deadline. If you miss the deadline, you could lose the safe harbor. The Rule 506 exemption pre-empts the application of additional burdens of state Blue Sky laws, but all states except Florida still require notices filings (with fees and a copy of the Form D filing) within 15 days of sales to investors in their jurisdiction. See Chapter 10 re securities notice filings.Certain bad actors are prohibited from participating in management, promotion, or owning 20% of any voting class of securities in the offering. Pre-Existing Substantive Relationships The way to prove that you didnt advertise is to demonstrate that you had a pre-existing, substantive relationship with each investor.Pre-existing means that the relationship pre-dated your offer to an investor to invest with you. Substantive means you have knowledge about each investors financial qualifications and suitability before you make offers to invest. See Chapter 25 for more information on establishing pre-existing, substantive relationships prior to soliciting investors. Although large funds use registered investment advisers or licensed securitiesbroker-dealerstoraisefundsfortheirprivateofferings,this 58'