Regulation D Offering Preparation Services
Need to raise investor capital for your business or project? Red Rock Securities Law can prepare an SEC Regulation D offering for your company and, through our affiliate Red Rock Investor Technology, build a Regulation D Investor Raise Portal to administer the raise.
Regulation D Offerings are an excellent choice for companies seeking to raise capital through a more simplistic offering that does not require SEC qualification or a Broker Dealer intermediary. A majority of the Regulation D Offerings we prepare are 506(c) exempt offerings that allow general solicitation and advertising of the offering but limit investment to accredited investors only. An SEC Regulation D Offering is a streamlined option for raising capital from investors in accordance with State and Federal rules while minimizing legal and compliance costs.
We also prepare traditional private placements under Regulation D 506(b) or Regulation D 504, but these exemptions are less popular because they do not allow general solicitation of the offering to the public and, in the case of Regulation D 504, are subject to State law.
Red Rock Securities Law can also build an SEC Regulation D Offering Investor Raise Portal to administer the offering and manage subscription processes. Red Rock Securities Law integrates the legal services for preparing a Regulation D offering with advanced technology for administering the raise.
Ready to Raise Capital? Start Here:
Regulation D Offering Preparation
PPM and Offering Document Drafting
SEC Filings
Entity Formation
Entity Governance Documents
Broker Dealer Eco-System
Regulation D Investor Raise Portal Build
Custom Engagement Page Website
PPM Access Tracking
Subscription Process Tracking
Investor Relations Managemment
Investor and Shareholder CRM
Why Engage Red Rock Securities Law?
Integrated Legal and Raise Tech
Experienced Legal Team
A+ BBB Rating
Flat Fee Offering Preparation
Broker Dealer Eco-System
SEC Regulation D Highlights
Exemption from Registration:
Regulation D provides anexemption from the full SEC registration requirements for certain private offerings of securities, making it easier for businesses to raise capital.
Types of Offerings:
Regulation D includes several rules (e.g., Rule 504, Rule 506(b), Rule 506(c)) that allow companies to raise capital through private placements without registering the securities with the SEC.
Investor Qualification:
Some offerings under Regulation D are limited to “accredited investors,” who meet certain income or net worth thresholds. Non-accredited investors may be allowed in specific circumstances, depending on the rule used.
Rule 506(b):
Permits issuers to raise capital from up to 35 non-accredited investors every 90 days and an unlimited number of accredited investors, with restrictions on general solicitation and advertising.
Rule 506(c):
Allows general solicitation and advertising of the offering but requires that all investors be accredited, and the issuer must take reasonable steps to verify their accreditation status.
Rule 504:
Provides an exemption for offerings of up to $10 million in a 12-month period. Unlike Rules 506(b) and 506(c), it may allow non-accredited investors in some cases, but state securities laws may apply which can increase complexity.
No Limit on Investment Amounts:
Regulation D does not impose a cap on the amount an issuer can raise (with the exception of Rule 504), but other requirements apply, such as limits on the number of investors and the types of investors.
Private Placement Memorandum (PPM):
Issuers typically prepare a Private Placement Memorandum, which outlines the terms of the offering, risks, and other pertinent information regarding the company and offering. A Subscription Agreement is also used for the sale of the securities.
Typically Lower Legal Costs, Shorter Preparation Timeframe and Less Compliance Burden:
Regulation D offerings benefit from having typically lower legal costs for preparation, a shorter timeframe for preparation, and less compliance burden than programs such a Regulation A.