Capital Raising & Private Placement Lawyers
Offering structuring, disclosure documents, and federal exemption compliance for founders, issuers, and fund sponsors raising private capital under Regulation D, Regulation A+, and Regulation CF.
Every sale of a security in the United States must either be registered with the SEC or fit within an exemption from registration. IBL’s Capital Raising practice helps companies and fund sponsors do the second: structure an offering under the right federal exemption, prepare the disclosure documents that protect the issuer, complete the required federal and state filings, and close the raise with a clean compliance record.
The practice serves startup founders raising a first priced round, growth-stage companies raising from accredited investors, real estate and asset sponsors syndicating projects, private fund managers forming their first vehicle, and blockchain and fintech issuers whose offerings carry an additional layer of regulatory characterization analysis. Because IBL’s corporate and regulatory practices have often already advised on the underlying entity or product, the offering work starts from an understanding of the business rather than a blank intake form.
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Discuss Your Capital Raise with Our Team
How the Practice Is Organized
The offering practice is organized around the decisions an issuer actually makes: which exemption fits the raise, what disclosure document the offering requires, and what ongoing filings the exemption imposes. Most engagements draw on more than one page below. A 506(c) real estate syndication, for example, typically involves the Regulation D page, the PPM drafting page, and, where the sponsor is pooling investor capital, the fund formation page.
Private Placement Memorandum (PPM) Drafting
Full-scope PPM preparation, risk factor development, and cross-document consistency for exempt offerings. Visit the PPM drafting practice.
Regulation D Offerings: 506(b) & 506(c)
Exemption selection, accredited investor verification, Form D filing, and blue sky notice compliance. Visit the Regulation D practice.
Rule 506(b) Private Placements
The no-solicitation Regulation D offering: unlimited accredited investors, up to 35 sophisticated non-accredited investors, and documentation built to keep the exemption. Visit the Rule 506(b) page.
Rule 506(c) & General Solicitation
The advertised Regulation D offering: public solicitation of verified accredited investors, with verification built as a program rather than a checkbox. Visit the Rule 506(c) page.
Regulation A+ Offerings
Tier 1 and Tier 2 structuring, Form 1-A preparation, SEC qualification, and ongoing reporting. Visit the Regulation A+ practice.
Regulation CF Crowdfunding
Form C preparation, funding portal coordination, and concurrent-offering structuring. Visit the Regulation CF practice.
Fund Formation
Private fund structuring, LPA and subscription documents, adviser exemption analysis, and ongoing fund compliance. Visit the fund formation practice.
Securities Compliance & Offering Regulation
Registration and exemption analysis, blue sky filings, and offering document review. Visit the securities compliance practice.
Structure First, Documents Second
The most expensive mistakes in private offerings happen before any document is drafted: choosing 506(b) when the marketing plan requires general solicitation, launching a crowdfunding round that forecloses a concurrent accredited raise, or pooling investor funds in a structure that quietly becomes an unregistered investment company. IBL’s engagements begin with a term sheet and exemption analysis that locks these entangled decisions before drafting starts, so the disclosure documents are built on a structure that will not need to be unwound mid-raise.
From Counsel to Courtroom Offering matters do not always stay transactional. When an investor dispute, rescission demand, or SEC inquiry arises after a raise, IBL’s Litigation practice takes the matter forward in coordination with the securities team, with the disclosure record and privilege posture established during the offering carrying through. You don’t need a second firm.
What Our Clients Say About Us
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I would recommend working with Aaron and team.”
Julien Genestoux from Unlock, Inc
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Their expertise supports every aspect of our corporate legal needs, and they consistently deliver thorough, cost-effective, and timely work. For any small business looking for dependable and knowledgeable corporate counsel, we wholeheartedly recommend IBL.”
Felipe Pinto from Revolve Labs
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In a world surrounded by corporate lawyers, IBL stands out as a very human firm. As a result, we’ve continued to rely on them as our go-to legal counsel for ongoing corporate matters.”
Zachary Panos from Fourcaster LLC
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From the very beginning, their team demonstrated exceptional expertise and a deep understanding of the complex legal landscape surrounding our Fund.
The attorneys were incredibly responsive, guiding me through every step of the process with clarity and professionalism.
They took the time to address all my questions and concerns, ensuring that I felt confident in each decision we made. Their attention to detail and thoroughness were evident in the documents they prepared, which gave me peace of mind knowing that everything was handled properly. What stood out most was their commitment to my vision. They not only provided legal advice but also offered valuable insights into the industry, helping me navigate potential challenges and seize opportunities. Their strategic approach was instrumental in setting up a robust fund structure that aligns with my goals.
Overall, working with IBL was a fantastic experience. They made a complex process manageable and stress-free. If you’re looking to establish a PE fund or need any legal assistance in this area, look no further than IBL Thank you for your outstanding support!”
Jeff from Solar Carbon Credit Fund
Tell Us About Your Matter
Who This Serves
Founders & Growth Companies +
Startup founders and growth-stage companies raising from angel, venture, and accredited investors
Real Estate & Asset Sponsors +
Real estate, energy, and asset sponsors syndicating individual projects or programs
Fund Managers +
Private fund managers forming venture, real estate, credit, or digital asset vehicles
Blockchain & Fintech Issuers +
Blockchain, fintech, and technology issuers whose instruments require securities characterization analysis before the offering structure is chosen
Concurrent Offerings +
Companies running concurrent offerings, such as an accredited Regulation D round alongside a Regulation CF or Regulation A+ community round
FAQ
01 • Capital Raising Do I have to register with the SEC to raise money from investors?
Not necessarily. Most private companies raise capital under an exemption from registration, most commonly Regulation D Rule 506, which has no dollar limit, or Regulation CF and Regulation A+ for raises that include non-accredited investors. Every exemption carries its own conditions, disclosure expectations, and filing obligations, and the exemption must be selected before the offering begins, not after.
02 • Capital Raising Which exemption is right for my raise?
It depends on who you want to raise from and how you plan to reach them. If your investors are accredited and come through existing relationships, Rule 506(b) is the traditional path. If you plan to advertise the raise publicly, Rule 506(c) permits general solicitation but requires verification of accredited status. If you want to include non-accredited investors at scale, Regulation CF and Regulation A+ are the principal routes, each with its own offering limits and disclosure regime.
03 • Capital Raising What documents does a private offering require?
A typical exempt offering includes a term sheet, a private placement memorandum or comparable disclosure document, a subscription agreement, and the governing instrument for the security being sold. Federal filings follow (Form D for Regulation D offerings, Form C for Regulation CF, and Form 1-A for Regulation A+) alongside state blue sky notice filings in each state where investors reside.
04 • Capital Raising Can I raise from both accredited and non-accredited investors at the same time?
Often yes, through concurrent offerings: for example, a Rule 506(c) round for accredited investors run alongside a Regulation CF community round. Concurrent structures require careful integration analysis and coordinated disclosure so that the two offerings do not contaminate each other’s exemptions.
05 • Capital Raising When should offering counsel get involved?
Before the first investor conversation. Exemption selection constrains how a raise can be marketed, and statements made before counsel is engaged, such as a public post announcing the round or a demo-day pitch, can eliminate exemption options that would otherwise have been available.
Discuss Your Capital Raise with Our Team
Outline your capital raise below, or call (202) 860-1210 to connect with IBL’s securities practice.
This information is provided for general educational purposes and does not constitute legal advice. The availability of any securities exemption depends on the specific facts and structure of the offering and requires individualized consultation with a qualified attorney. The frameworks summarized across this cluster reflect federal law as of August 2026; statutes, regulations, and SEC guidance change frequently.