Structuring compliant capital raises under SEC Rule 506(b) and 506(c) for startups, real estate syndications, and private investment funds.
Raising private capital can be important for corporate growth, but offering or selling securities without SEC registration must fit within an available exemption. Regulation D (Reg D) provides safe harbor exemptions that allow companies to raise capital without a federal dollar cap, if the conditions are satisfied. However, crossing the line—such as using general solicitation in a 506(b) offering or failing to take reasonable steps to verify accredited investors in a 506(c) offering—can jeopardize the exemption and create rescission, enforcement, bad-actor, or future fundraising issues.
At Ishimbayev Law Firm, we structure Regulation D offerings with careful attention to the exemption, disclosure, and closing process. Whether you are a venture-backed startup raising a Series A, an Exempt Reporting Adviser launching a new hedge fund, or a real estate sponsor syndicating a commercial asset, we help keep the capital raise organized, properly documented, and aligned with the exemption being used.
Advising your executive team on the optimal SEC exemption based on your marketing strategy, existing investor network, and capital goals.
Drafting comprehensive disclosure documents that clearly explain your business model, use of proceeds, and specific risk factors to protect the issuer from anti-fraud liability under Rule 10b-5.
Structuring the binding investment contracts and the investor questionnaires and representations used to document investor status; for Rule 506(c), we also help address the required accredited-investor verification process.
Preparing the required Form D notice filing, generally due within 15 days after the first sale, and managing applicable state Blue Sky notice filings and fees.
If your offering documents are flawed, disgruntled investors can sue to get their principal back—even if the business fails for unrelated reasons. We draft risk factors and disclosures that clearly describe material risks and help reduce anti-fraud and rescission exposure without overstating what disclosure can accomplish.
Founders can jeopardize their Rule 506(b) exemption by speaking at a public demo day or posting on LinkedIn. We establish strict communication guardrails for your executive team during the capital raise to reduce general solicitation and offering-communications risk.
Many issuers illegally pay success fees to unlicensed “finders” or placement agents to introduce them to investors, which is a significant SEC concern. We vet your capital introduction agreements to ensure you do not inadvertently violate broker-dealer registration rules.
Institutional investors and family offices often scrutinize offering documents closely. We deliver a complete, highly professional transaction binder that signals maturity, transparency, and deal-readiness to sophisticated capital allocators.
Rule 506(b) allows offerings without a federal dollar cap to accredited investors and up to 35 non-accredited but sophisticated investors, but the issuer cannot use general solicitation or public advertising. In practice, the investor process should usually be limited to a substantive, pre-existing network or another non-public offering process. Rule 506(c) permits general solicitation, but all purchasers must be accredited investors and the issuer must take reasonable steps to verify that status.
If you are only selling to Accredited Investors, the SEC does not strictly mandate a specific disclosure document format. However, a PPM or other carefully prepared disclosure package is often important from a risk-management perspective, because anti-fraud rules still apply even in exempt offerings.
Even though Regulation D is a federal SEC exemption, each individual US state has its own securities laws (known as Blue Sky laws). When an investor from Texas invests in your Delaware company, a notice filing and fee may be required in Texas. We track and file these in coordination with the federal Form D.
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