The following provides a brief review of the SEC Rules defining the manner of offering private Securities to Accredited Investors
  • Regulation D was established by the SEC in the 1980’s to define, more specifically, a manner of privately offering Securities.  Most companies issuing private Securities do so by following one of the Rules within Regulation D.   



  • According to the SEC, “[Rule 506] is by far the most widely used Regulation D exemption, accounting for an estimated 90 to 95% of all Regulation D Offerings and the overwhelming majority of capital raised in transactions under Regulation D.”


  • Rule 506(b) of Regulation D enables Issuers to issue an unlimited amount of Securities so long as no more than 35 non-accredited Investors participate in the Offering.



  • IMPORTANTLY – All Accredited Investors participating in a 506(b) Private Placement may self-verify that they qualify as Accredited Investors




  • Form D must be filed with the SEC and in each state the Securities are sold under Regulation D within 15 days of the commencement of the Offering.

For more information about Private Placement regulations, please turn to “Regulation D, Rule 506(c) Private Placements.”