Regulation D
SEC safe harbor for private securities offerings, exempting from full SEC registration.
Definition
Regulation D is a set of SEC rules (Rules 504, 506(b), 506(c)) providing exemption from full SEC registration for private securities offerings. Most LLC equity raises use Reg D 506(b) (no general solicitation) or 506(c) (general solicitation permitted, accredited verification required).
Context
Foundational for US securities-compliant LLC fundraising.
Example
A Delaware LLC raises $5M from US accredited investors under Reg D 506(c). LLC verifies each investor accredited status; general solicitation (LinkedIn outreach) permitted.
Common pitfalls
- Form D notice filing required within 15 days of first sale.
- State blue sky filings often also required.
- Rule 506(b) vs 506(c) distinction matters significantly.