Legal & Compliance
Regulation D
The SEC safe harbor allowing companies to raise capital from accredited investors without registering the securities offering — the legal basis for most private financings.
Regulation D (Reg D) is an SEC regulation providing exemptions from the Securities Act registration requirements, allowing companies to raise capital through private placements. The key exemptions: Rule 506(b) — unlimited raise from accredited investors plus up to 35 sophisticated non-accredited investors, no general solicitation allowed, state preemption; Rule 506(c) — unlimited raise from verified accredited investors only, general solicitation allowed. Most VC fund formations and startup financings rely on Reg D exemptions. Companies must file a Form D with the SEC within 15 days of first sale. Reg D offerings do not require SEC review or approval — they're exempt from registration, not from anti-fraud rules.