Private placements done properly.
A Reg D offering lets you raise from accredited investors without the cost and disclosure of a full SEC registration. It's one of the most common ways growing companies raise capital, and one of the easiest to get quietly wrong.
Speed without structure creates risk: a lost exemption, improper investor verification, missed state filings, and tax problems that only surface at the exit. We set it up so none of that follows you.
506(b) or 506(c).
Rule 506(b) lets you raise an unlimited amount from accredited investors, plus up to 35 sophisticated non-accredited investors, but you can't publicly advertise the offering. Rule 506(c) lets you advertise, but every buyer must be accredited and you must take reasonable steps to verify it.
Which one fits depends on who you already know and how you plan to find investors. We help you choose before the first conversation, because a public post can decide it for you.
- 506(b): no general solicitation, pre-existing relationships, limited non-accredited investors
- 506(c): advertising allowed, accredited investors only, verification required
The offering documents.
Investors and their advisors read your documents closely, and so would a regulator. We draft them to be clear, accurate and complete.
- Private placement memorandum (PPM)
- Subscription agreements and investor questionnaires
- Accredited investor verification matched to the rule you're using
- Form D, filed within 15 days of the first sale
- State notice filings in every state where you sell
Built for the next round.
A private placement is rarely the last raise. We clean up the cap table, map related-party arrangements and review audit readiness so the company is ready for a larger round, a Reg A+ offering or an S-1 when the time comes.
Founders' tax planning, built in.
QSBS eligibility, 83(b) elections and cap-table modeling are reviewed as part of the offering, with CPAs on staff, so the raise doesn't cost the founders their tax position later.
Reg D Private Placements: common questions
Is there a limit on how much we can raise under Reg D?
Not under Rule 506(b) or 506(c). Both allow an unlimited amount. Rule 504, a smaller exemption, caps offerings at $10 million in 12 months.
Do we have to file anything with the SEC?
Yes. A Form D notice is due within 15 days after the first sale. The SEC doesn't review or approve the offering, but most states require their own notice filings and fees.
Can we post about our raise on social media?
Only if you're relying on Rule 506(c), and then every investor must be accredited and verified. Under 506(b), public promotion can cost you the exemption, so talk to counsel before you post.
Getting ready to raise?
Tell us about the company, the raise and who you plan to approach. We'll review it and get back to you.