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REGULATION D 

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A group of SEC rules that governs the limited offer and sale of securities without Securities Act registration. There are three regulatory exemptions under Regulation D which are found in Rules 504, 506(b) and 506(c). These safe harbors were established to help small businesses raise capital. On October 26, 2016, the SEC adopted final rules amending Rule 504 to further facilitate capital raising efforts by issuers and to improve investor protections (Exemptions to Facilitate Intrastate and Regional Securities Offerings, SEC Release No. 33-10238 (Oct. 26, 2016)).

Regulation D 504

 

 

The final rule 504 amendments allow:

  • Increase the amount of securities that may be offered and sold under Rule 504 in any 12-month period from $1 million to $5 million, which is the maximum statutorily allowed under Section 3(b)(1) of the Securities Act.

  • Disqualify certain bad actors from participation in Rule 504 offerings.

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Regulations 506(b) & 506(c) 

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Rules 506(b) and 506(c) do not limit the amount of money an issuer can raise in a private placement. The absence of a cap makes Rules 506(b) and 506(c) very important private placement exemptions. Rule 506(b) and 506(c) differ from each other in terms of:

  • Permitted investors.

  • Information requirement for certain investors.

  • Verification required of investor status.

  • Use of general solicitation and general advertising in the offering.

Regulation D provides for terms and conditions to using these four registration exemptions.

Regulation A Tier 1

 

We will draft and prepare your Tier 1 - Regulation A Offering for review by your attorney for a fraction of the cost that an attorney would charge you to prepare. This pre-drafting and editing will save your Company thousands of dollars and a significant amount of time in getting through the process of preparation and eventually filing your Regulation A Offering Circular with the SEC.

Regulation A Tier 2

 

We will draft and prepare your Tier 2 - Regulation A Offering for review by your attorney for a fraction of the cost that an attorney would charge you to prepare. This pre-drafting and editing will save your Company thousands of dollars and a significant amount of time in getting through the process of preparation and eventually filing your Regulation A Offering Circular with the SEC.

Filing Preparation

 

If you want or need we can also organize the entire filing process, by arranging bookkeepers, auditors, edgarizing, as well as any other aspect of your filing needs.
 

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