Regulation D Offering Attorneys: Rule 506(b) & 506(c)
Exemption selection, offering documents, accredited investor verification, and Form D and blue sky filing compliance for private raises of any size.
Regulation D is the set of SEC rules, most importantly Rule 506, that let companies sell securities to investors without registering the offering. Regulation D is the workhorse of American private capital. Rule 506 has no ceiling on the amount raised, preempts most state registration requirements, and, structured correctly, lets a company raise from accredited investors with a compliance footprint proportionate to the deal. The structuring decision that shapes everything else is the choice between Rule 506(b) and Rule 506(c), and it must be made before the raise is marketed, because the two rules impose incompatible conditions on how investors may be reached.
IBL advises issuers through the full Regulation D lifecycle: exemption selection, offering document preparation, investor qualification and verification, Form D filing, state blue sky notices, and amendments and supplements as the raise progresses. The work sits inside IBL’s Capital Raising practice.
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The Regulation D Framework
The structuring decision that shapes everything else is the choice between Rule 506(b) and Rule 506(c). Each rule has a dedicated page; the framework below maps the decision and the engagement that follows it.
Rule 506(b): The Traditional Private Placement
General solicitation is prohibited, so investors must come through pre-existing relationships or intermediaries, and the offering may include up to 35 non-accredited investors who meet a sophistication standard, though adding any non-accredited investor triggers specific disclosure requirements. Accredited investors may self-certify their status. Full page: Rule 506(b) →
Rule 506(c): General Solicitation
The raise may be advertised publicly, including on social media. The trade is that every investor must be accredited, and the issuer must take reasonable steps to verify accredited status; a self-certification checkbox is not enough. Verification typically runs through income or asset documentation or a written confirmation from the investor’s accountant, attorney, or broker-dealer. Full page: Rule 506(c) →
Why the Choice Comes First
The choice is structural, not cosmetic. A public post announcing a 506(b) round can destroy the exemption; a 506(c) closing without adequate verification records has the same effect. IBL locks this decision in the term sheet phase, before any investor-facing material exists.
Exemption & Integration
506(b) vs. 506(c) selection, prior-offering integration questions, and concurrent-offering structuring where a community round runs alongside the accredited raise.
Documents & Verification
Term sheet, private placement memorandum, subscription agreement, and investor questionnaires calibrated to the chosen rule, plus accredited investor verification design for 506(c) offerings, including documentation standards and recordkeeping.
Filings & Diligence
Form D preparation and filing, due within 15 days after the first sale of securities, plus amendments as the offering continues; blue sky notice filings in each state where investors reside; and bad-actor diligence under Rule 506(d) covering the issuer and its covered persons before the offering launches. Ongoing obligations run through Securities Compliance & Offering Regulation.
From Counsel to Courtroom
When a Regulation D offering later draws an investor dispute or regulatory inquiry, the exemption record (who was solicited, how status was verified, what was disclosed) becomes the case. IBL’s Litigation practice handles those matters in coordination with the securities team, on the record the offering work built.
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Who This Serves
Founders & Priced Rounds +
Founders raising priced rounds, SAFEs, and convertible notes from accredited investors
Real Estate & Asset Sponsors +
Real estate and asset sponsors syndicating projects under 506(b) or 506(c)
Fund Sponsors +
Fund sponsors offering LP interests in private vehicles
Mid-Raise Reviews +
Issuers who have already begun a raise and need the exemption posture reviewed before the next closing
Blockchain & Fintech Issuers +
Blockchain and fintech issuers pairing Regulation D with securities characterization analysis
FAQ
01 • Capital Raising What is the difference between Rule 506(b) and Rule 506(c)?
Rule 506(b) prohibits general solicitation, allows up to 35 sophisticated non-accredited investors alongside accredited investors, and permits accredited investors to self-certify. Rule 506(c) allows public advertising of the offering but restricts it to accredited investors only and requires the issuer to take reasonable verification steps. The marketing plan for the raise usually dictates the choice.
02 • Capital Raising When is Form D due?
Form D must be filed with the SEC within 15 days after the first sale of securities in the offering, with amendments required in certain circumstances, including annually for continuous offerings. State blue sky notice filings run on separate state-by-state schedules.
03 • Capital Raising Can I switch from 506(b) to 506(c) mid-raise?
In some circumstances an issuer can move to 506(c) going forward, but the transition requires careful analysis, and the reverse move is generally not available once general solicitation has occurred. This is a structuring question to resolve with counsel before acting, not after.
04 • Capital Raising Do I need a PPM for a Regulation D offering?
For accredited-only 506(b) and 506(c) offerings, no prescribed disclosure document is mandated, but the federal antifraud rules apply to every offering, and a properly drafted PPM is the issuer’s written defense against later claims. Offerings that include non-accredited investors under 506(b) trigger specific disclosure requirements. The PPM Drafting page covers this in detail.
05 • Capital Raising What counts as "general solicitation"?
Advertising, public websites, mass email, social media posts, and public speaking about the offering can all constitute general solicitation. Even a demo-day pitch can raise the question. Because a single act of general solicitation can foreclose 506(b), issuers should treat all offering communications as regulated until counsel has cleared the marketing plan.
Discuss Your Regulation D Offering with Our Team
Outline your 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 exemption depends on the specific facts and conduct of the offering and requires individualized consultation with a qualified attorney. The frameworks summarized here reflect federal law as of August 2026; statutes, regulations, and SEC guidance change frequently.