Regulation D Overview, Rule 504, 506(b) and 506(c)

Regulation D (Reg D) is a set of rules established by the U.S. Securities and Exchange Commission (SEC) under the Securities Act of 1933. It provides exemptions that allow companies to raise capital through private securities offerings without registering with the SEC—saving time and money while still complying with federal securities laws.

Reg D is especially useful for:

• Startups and small businesses
• Private equity and venture capital funds
• Hedge Funds
• Real estate syndications
• Family offices

Reg D includes three main exemptions:

• Limit: Up to $10 million in a 12-month period
• Investors: Accredited and non-accredited
• Solicitation: Generally prohibited unless registered under state law
• Use Case: Small businesses seeking flexible fundraising

• Limit: No cap on fundraising
• Investors: Unlimited accredited investors + up to 35 non-accredited (must be sophisticated)
• Solicitation: Not allowed
• Use Case: Private placements with limited public exposure

• Limit: No cap
• Investors: Accredited only
• Solicitation: Allowed with verification of accredited status
• Use Case: Broad marketing campaigns targeting accredited investors

Defined under Rule 501, accredited investors include:

• Individuals with net worth over \$1 million (excluding primary residence)
• Individuals with income over \$200,000 (or \$300,000 with spouse) for the past two years
• Certain entities with assets over \$5 million

Form D is a notice filing required by the SEC for companies relying on Regulation D exemptions. It is not a registration but a compliance document that provides transparency and helps regulators monitor private offerings.

• Must be filed within 15 calendar days after the first sale of securities
• “First sale” = when an investor is irrevocably committed (e.g., signed subscription agreement)

• Issuer’s legal and business information
• Type and amount of securities offered
• Use of proceeds
• Names of executive officers and promoters
• States where securities are sold
• Sales commissions and finder’s fees

1. Create an EDGAR Account

• Visit EDGAR Filer Management
• Submit Form ID to obtain a CIK (Central Index Key) number

2. Enroll in EDGAR Next

• Ensure your account complies with EDGAR Next requirements
• Assign authorized filers

3. Prepare Form D

• Gather all required information
• Use the paper version to draft before filing online

4. File Electronically

• Log in to EDGAR Online Forms
• Select “Form D” and complete the filing
• Submit and receive confirmation with Accession Number

5. State Blue Sky Filings

• File Form D with each state where securities are sold
• Include state-specific forms and filing fees
• Visit NASAA.org for state requirements

You must file an amendment:

• Annually, if the offering is ongoing
• To correct errors
• To reflect changes in issuer info, offering terms, or investor details

• Avoid general solicitation unless using Rule 506(c)
• Verify accredited investor status thoroughly
• File on time to avoid penalties
• Maintain accurate records for SEC and state audits