Regulation D

Regulation D grants issuers an exemption from registering their securities with the SEC.  Our Regulation D offering services include Rule 506(b) and 506(c) offerings, permitting issuers to raise money from investors.

 

Rule 506(b)

Rule 506(c)

Limits on Offerings Within a Year

Unlimited Dollar Amount

Unlimited Dollar Amount

General Solicitation allowed?

None

Yes

Issuer Requirements

‘Bad actor’ disqualifications

‘Bad actor’ disqualifications

Requirements for Investors

Accredited investors: unlimited allowed
Non-accredited investors: up to 35 “sophisticated” investors

Unlimited accredited investors allowed, but issuers must take precautions to ensure that investors are, in fact, accredited investors

Resale Restrictions

Yes.  Restricted securities are issued and cannot be sold for a minimum of one year and selling them requires a legal opinion

Yes.  Restricted securities are issued and cannot be sold for a minimum of one year and selling them requires a legal opinion

State Requirement Exemptions?

Yes, but Blue Sky state notice may be required.

Yes, but Blue Sky state notice may be required.

SEC Filing Requirements

Form D required.  If non-accredited are investors involved, additional information is required

Form D required

Rule 506(b)

Limits on Offerings Within a Year

Unlimited Dollar Amount

General Solicitation allowed?

None

Issuer Requirements

‘Bad actor’ disqualifications

Requirements for Investors

Accredited investors: unlimited allowed Non-accredited investors: up to 35 “sophisticated” investors

Resale Restrictions

Yes. Restricted securities are issued and cannot be sold for a minimum of one year and selling them requires a legal opinion

State Requirement Exemptions?

Yes, but Blue Sky state notice may be required.

SEC Filing Requirements

Form D required. If non-accredited are investors involved, additional information is required

Rule 506(c)

Limits on Offerings Within a Year

Unlimited Dollar Amount

General Solicitation allowed?

Yes

Issuer Requirements

‘Bad actor’ disqualifications

Requirements for Investors

Unlimited accredited investors allowed, but issuers must take precautions to ensure that investors are, in fact, accredited investors

Resale Restrictions

Yes. Restricted securities are issued and cannot be sold for a minimum of one year and selling them requires a legal opinion

State Requirement Exemptions?

Yes, but Blue Sky state notice may be required.

SEC Filing Requirements

Form D required

Unlike other rules in Regulation D, Rule 506(c) allows you to solicit your offering. It states that the offering must be financed solely by accredited investors, and also that you must ensure every investor participating in your offering is accredited. Further, under Rule 506(c), you may advertise through all media, including brochures, posters, social media, and many more. This additional advertising capability allows you to increase your investor reach and consequently increase the amount of capital you raise. It can also be an effective way to compete with the offerings of rival companies. You will have the advertising advantage over companies not under Rule 506(c).  We find that most issuers choose to do a 506(c) offering.

Cloudraise® software

Utilizing our Cloudraise® software, we handle all of the following in your Reg D offering:

Regulation D 506(b) or 506(c) offerings
Share issuance and distribution
Accredited investor checks
Hosted offering and subscription agreements through invest now button
Escrow and funds handling
Form D & Blue Sky Compliance

How we can help

EquityTrack will help you conduct your Regulation D offering; our professional staff provides quality services that result in your successful offering. 

Our CloudRaise capital raising software is designed to make it easier for you to raise money, handling the entire funding and subscription process for you including investor compliance and accreditation checks, offering document review and subscription signing, escrow and payment, and share issuance.
We manage your investor records and cap table for you throughout the offering process including any transfer agent and share issuance functions.
Save paper and money by utilizing book-entry paperless shares rather than physical stock certificates.
Issuers and their investors get 24/7 online access to view reports, enter transactions, edit data and more, all in real time.
We adhere to compliance with the SEC, IRS, and other required regulatory agencies, providing peace of mind so that you can focus on what is most important.
We submit your Form D and applicable Blue Sky notices to comply with federal and state securities reporting requirements.
Our investor communication tools allow you to easily contact and provide regular updates to all of your investors.
We assist each of your investors with ownership transfers and transactions, dividend payments, employee plans, and more, thereby, helping you focus on what is most important.
As needed, we send payments and distributions to your investors for dividend, escrow, mergers and more.
From start to finish, we help you plan your meeting, perform broker search, send proxy materials, administer Notice and Access and online voting, tabulate votes.
After securities are eligible, we remove restricted legends from investors’ securities allowing them to be sold into public markets.

Making a Successful Offering

Our experienced representatives maximize the capital you raise during your offering while maintaining your regulatory compliance. We prioritize both issuer and investor satisfaction to make your offering process as smooth as possible. Conduct a successful offering today with EquityTrack.

Contact us

We are here to help with your offering, investor recordkeeping, and raising capital needs.

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