Reg D Private Offering Counsel Serving Clients Nationwide from Ramsey, NJ

Ready to Raise Capital Without Compromising Your Long-Term Tax Position?

A Reg D Private Offering lets you raise capital from accredited investors without the cost and disclosure burden of a full SEC registration. But speed without structure creates risk including blue-sky violations, improper investor verification, and tax exposure that surfaces years later.

Based in Ramsey, NJ, Crowne Point Tax & Wealth Counsel serves founders, CFOs, and boards nationwide through every stage of a Regulation D Offering, providing integrated legal, tax, and disclosure counsel not a pure securities firm that hands off after closing.

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As Seen In

What Is a Reg D Private Offering?

A Reg D Private Offering is a securities exemption under SEC Regulation D that allows a company to raise capital from accredited investors without registering the offering with the SEC. It is the fastest, most cost-effective route to private capital and frequently the first step on the path from Reg D through to a full S-1 registration.

A Regulation D Private Placement is not a shortcut around due diligence. The exemption removes the registration requirement, not the obligation to disclose accurately, verify investors properly, and structure the offering to protect both the company and its founders from future liability.

Most advisors are excellent in one lane — securities counsel without tax-side leverage, or tax preparation without disclosure judgment. A Reg D Offering done well requires both at once.

What's Included in Our Reg D Offering Counsel

Our Regulation D Offering services are built around your specific capital-raise pathway, whether this is a standalone private placement or the first phase of a longer Reg D to S-1 journey.

1. Offering Structure & PPM Drafting

2. Accredited Investor Verification

3. Founder Tax Modelling

4. Pre-Filing Diligence & Gap Analysis

Who Our Reg D Private Offering Counsel Is Built For

This is a capital markets service for a specific kind of company not a generic securities filing mill. Based in Ramsey, New Jersey, we work with founders, CFOs, and boards nationwide who need coordinated legal, tax, and disclosure counsel.

Founders, CFOs, and boards preparing for a capital raise, direct listing, or IPO who need integrated legal, tax, and disclosure counsel

Companies considering Reg D, Reg A+, Reg CF, or a full S-1 path, and the founders behind them who want capital raised without compromising long-term tax and estate posture

Pre-IPO companies needing private-to-public market guidance from a single coordinated team

Boards seeking ongoing securities counsel, not a firm that hands off after the offering closes

We are candid about fit. Anyone looking to fund a Regulation D Private Placement Offering without proper diligence, modelling, and disclosure review is not the engagement we take on.

From Reg D Offering to Full Public Markets

Our securities work is phased and built around your offering from your first Reg D Private Offering through to post-IPO compliance, when you reach that stage.

Pre-filing diligence & gap analysis — audit-readiness review, cap table clean-up, and related-party mapping

S-1 and disclosure drafting — full registration statement, exhibits, and SEC comment cycle support when you move beyond a Reg D Offering

Post-IPO compliance programme — Section 16, 10b5-1, lockup, Form 4, and ongoing reporting

Founder tax planning — QSBS planning, 83(b) review, and pre-IPO charitable transfers

Board & C-suite advisory — director questions, disclosure judgment, and ongoing securities counsel

Regulation D Offering is rarely the final step. We structure it as the first, so nothing built today must be undone tomorrow.

The Crowne Point Difference

Why Choose Crowne Point Tax & Wealth Counsel?

Reg D Private Offering work demands precision and a willingness to stay engaged well past closing day. Crowne Point Tax & Wealth Counsel delivers both.

Dual-licensed attorney and wealth adviser

Nik Agharkar integrates securities counsel with tax-saving strategy in every engagement

Specialist focus

Reg D, Reg A+, Reg CF, and S-1 structuring sit at the core of our capital markets practice

Coordinated team

Securities counsel, founder tax planning, and disclosure drafting come from one accountable team, not a hand-off after closing

Direct access

You work with Nik personally, not a rotating cast of associates

New Jersey licensed

Licensed to practice law in New Jersey, with a nationwide client base and counsel tailored to each engagement’s applicable jurisdiction.

We do not just file your offer. We build a Regulation D Offering structure designed to support every stage that follows.

Methodology

Our Proven Process

Free Strategy Session

We assess your capital-raise goals, timeline, and current cap table in a focused consultation.

Pre-Filing Diligence

We conduct audit-readiness review, cap table clean-up, and related party mapping.

Offering Structuring

We draft your PPM, subscription agreements, and ensure blue-sky compliance across all relevant states.

Founder Tax Modelling

We build QSBS preservation and 83(b) review directly into your offering structure.

Ongoing Securities Counsel

We remain engaged in investor questions, future raises, and your eventual path to S-1.

Frequently Asked Questions

How long does a Regulation D Offering take to complete?

Most Regulation D Offerings can be structured and launched within four to eight weeks, depending on the complexity of the cap table, the number of investor jurisdictions involved, and how quickly diligence and PPM drafting are completed.

What is the difference between Rule 506(b) and 506(c)?

Rule 506(b) permits general solicitation restrictions but allows a limited number of non-accredited investors. Rule 506(c) permits general solicitation and advertising but requires strict, verified accredited investor status for every participant in the Regulation D Private Placement.

Can a Reg D Offering lead to a full IPO later?

Yes. Many companies use a Reg D Private Offering as the first phase of a longer capital markets journey, later progressing to Reg A+, Reg CF, or a full S-1 registration. Structuring the initial raise correctly avoids costly rework later.

Why does QSBS planning matter during Reg D Offering?

Qualified Small Business Stock planning protects founders’ future capital gains exclusion under IRC §1202. Building QSBS preservation into your Regulation D Private Placement Offering from the outset secures eligibility that becomes far harder to establish retroactively.

Do all states require blue-sky compliance for Reg D Offering?

Yes, though Regulation D pre-empts most state-level review, companies must still file notice filings and pay fees in each state where investors reside. Our team manages blue-sky compliance across every jurisdiction included in your offering.

Does Crowne Point handle the offering after it closes?

Yes. Unlike a pure securities firm that hands off after closing, we remain engaged for ongoing investor questions, future capital raises, and your eventual path toward an S-1 registration or public offering.

Ready to Raise Capital the Right Way?

Schedule your free strategy session with Nik Agharkar and discover how a properly structured Reg D Private Offering can raise the capital you need without compromising your long-term tax and estate position.