Raising a round on SAFEs: from the first yes to a filed Form D

Decide the round, then approve it once

Pick the amount you need, the SAFE form and the terms you will offer, usually a post-money valuation cap. Then have the board approve the round. Issuing securities is a board decision for a Delaware corporation, and one consent can cover the whole round: the SAFE form, the maximum amount, an end date and the officers who may sign.

SAFEs inside those limits then need no new consent each. A SAFE sold to a director or officer is a related-party transaction and is usually approved on its own. If the round grows past the authorized amount, go back to the board before signing more.

Get the records an investor will ask for

Investors check the company exists, who owns it and what it has promised. Have your certificate of incorporation, bylaws, board consents, signed stock purchase agreements and a clean cap table ready to share. A data room that already holds them saves a week of back-and-forth.

Most seed rounds rely on Rule 506(b) of Regulation D. It lets a company raise any amount from accredited investors without registering the offering, as long as it does not advertise the offering publicly. Rule 506(c) allows public advertising, but every buyer must be accredited and the company must take reasonable steps to verify it.

Ask each investor which category they meet and keep the answer with their SAFE. Rule 506(b) also allows up to 35 non-accredited investors, but only with substantial disclosure obligations. Speak with counsel before accepting money from anyone who is not accredited.

• Check the terms. Compare what the investor agreed to in writing with the round's terms. Settle any difference, such as a request for pro rata rights, before the SAFE goes out.
• The investor signs. They sign the SAFE and confirm their accredited-investor category.
• The money arrives. Record the amount, date, payer and transfer reference. The payer should be the investor named on the SAFE, or an entity they control that is also named.
• The company countersigns. Some companies countersign only after the money lands, so a signed SAFE never sits unpaid.
• Send the signed copy. The investor gets the fully signed SAFE, and the SAFE goes onto the cap table the same day.

A company relying on Regulation D files a Form D notice with the SEC within 15 calendar days after the first sale. The SEC treats the first sale as the date the first investor is irrevocably committed, which can be the signing date rather than the date the money arrives. Form D is a notice, not an approval: the SEC does not review the offering.

Filing needs EDGAR access codes for the company, and applying for them involves a notarized Form ID. Start before the round opens. Many states also require a notice filing and fee after a Rule 506 sale to one of their residents, so check each investor's state.

Ask Corply: “Open a $1.5M seed round on a post-money SAFE at a $12M cap and invite Maya, Jordan and Avery from my investor list.”

Corply drafts the board consent for the round, sends each investor Y Combinator's standard SAFE, collects the money, and opens the officer's countersignature once it lands. Your investor CRM shows where each investor stands, the cap table updates as SAFEs close, and Corply prepares the Form D answers from the round's records and tracks the deadline.

Corply is not a broker-dealer, law firm or investment adviser. Whether an exemption applies, and anything outside the standard forms, belongs with your counsel.