Regulation D

Regulation D Issuer Dealer Services

Regulation D (Reg D) is a set of rules established by the U.S. Securities and Exchange Commission (SEC) under the Securities Act of 1933. It governs the private placement of securities to accredited investors and limits the amount of capital that can be raised through these exempt offerings. Companies seeking to raise capital in a cost-effective manner often turn to Regulation D offerings due to reduced disclosure requirements, general solicitation, and streamlined compliance procedures. In this page, we will explore the fundamentals of Regulation D offerings and the role and need for issuer dealer registration services in facilitating these transactions.

Our issuer-dealer services offer expert guidance and support to companies seeking to navigate the complexities of Reg D offerings:

  • Comprehensive Guidance: From start to finish, we assist in the preparation, filing, and compliance processes associated with the Form D, state filings, and state responses, ensuring a smooth and successful fundraising journey.
  • Expanded Investor Reach: Leveraging our expertise, we help issuers tap into a broader network of accredited investors in states needing blue sky filings.
  • Regulatory Compliance: With our in-depth knowledge of securities regulations, we ensure strict adherence to all Reg D requirements.
  • Customized Offerings: Recognizing that each company is unique, we tailor our issuer dealer services to suit individual needs, whether it's a Rule 506(b) or 506(c) offering.

Understanding Regulation D Offerings

Regulation D comprises three distinct exemptions - Rule 504, Rule 505, and Rule 506 - which outline different conditions and limitations for private placements. These exemptions provide companies with flexibility in raising capital while maintaining compliance with federal securities laws. Here's an overview of each exemption:

1. Rule 504: This exemption allows companies to offer and sell up to $5 million worth of securities within a 12-month period. Although it permits a larger pool of investors, companies utilizing Rule 504 must adhere to state-level securities laws, which can vary significantly. Utilizing Rule 504 is not recommended.

2. Rule 505: Under this exemption, companies can raise up to $5 million within a 12-month period from a limited number of accredited investors and up to 35 non-accredited investors. Companies using Rule 505 must comply with specified disclosure requirements to non-accredited investors. Utilizing Rule 505 is not recommended.

3. Rule 506: Rule 506 offers two variations - Rule 506(b) and Rule 506(c). Both allow companies to raise an unlimited amount of capital, and there are no restrictions on the number of accredited investors. However, under Rule 506(b), companies can have up to 35 non-accredited investors, while Rule 506(c) is restricted to accredited investors only. Rule 506(c) offerings allow general solicitation and advertising, but all investors must be verified as accredited. 506(b) and 506(c) are our recommended strategies for completing your Reg D offering.

    Advantages and Considerations of Regulation D Offerings

    Regulation D offerings provide several benefits to companies seeking capital:


      Compared to registration statement offerings, Regulation D offerings provide a less complex registration process, resulting in cost and time savings for issuers.

        Targeted Investors

        Regulation D offerings target accredited investors, who are presumed to be financially sophisticated and able to bear the associated risks.

          Regulation D offerings provide several benefits to companies seeking capital:

             Accredited Investors

            For Rule 506(c) offerings, issuers must diligently verify that investors are accredited, necessitating appropriate documentation and due diligence.

              State Blue Sky Laws

              Rule 506 offerings are subject to blue sky notice filings. We partner with various firms who can manage this component while we manage the issuer dealer registration and sales agent filings that are required.

                Limitations on Non-Accredited Investors

                Rule 506(b) limits the number of non-accredited investors, potentially restricting access to capital from a broader investor base.

                  Our Issuer Dealer Services for Reg D Offerings

                  Issuer-dealer services play a crucial role in facilitating Regulation D offerings by providing expertise and support throughout the process. These services are typically offered by broker-dealer firms registered with the FINRA with many more filing requirements and much higher costs. Here's how services assist in the private placement process:

           can provide consulting and help companies navigate the complex regulatory landscape, ensuring adherence to the requirements of the chosen Regulation D exemption.

                      Our experts at offer assistance and consultation in shaping your offering, which includes identifying the right exemption (506b or 506c) and preparing mandatory state documents and filings required for Issuer Dealer Registration.

                        Following the approval of the initial Issuer Dealer and Sales Agent registration, our issuer dealer services persist year-round till your upcoming renewal cycle. Our automated system will handle the processing and notify you regarding any new documents required for processing.

                          At, we conduct comprehensive due diligence and assist in preparing the Issuer Dealer forms on your behalf. We offer a turn-key service that includes submitting filings and fees to the respective states.

                            We have partnerships with numerous crowdfunding marketing firms to aid in advertising your offering if you need. These partners specialize in helping firms efficiently promote their offerings to potential investors by aiding in the creation of marketing materials and strategies including ads, social media, emails, etc.

                              Regulation D offerings provide companies with an attractive means of raising capital while avoiding the rigorous requirements of public offerings. By leveraging our Issuer Dealer services, issuers can streamline the private placement process, ensure compliance, and focus on achieving their capital-raising goals. However, careful consideration of the specific Regulation D exemption and a thorough understanding of the associated rules are crucial for successful offerings and issuer-dealer collaboration.

                                Compliance Guidance

                                  Assistance with Offering Structure and Documents

                                    Continuous Support Throughout the Year

                                      Issuer Dealer Forms Preparation

                                        Marketing Your Offering