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Exemption for limited offerings not exceeding $10 million—Rule 504 of Regulation D

Rule 504 of Regulation D header

Rule 504 of Regulation D exempts from registration the offer and sale of up to $10 million of securities in a 12-month period. A company is required to file a notice with the Commission on Form D within 15 days after the first sale of securities in the offering. In addition, a company must comply with state securities laws and regulations in the states in which securities are offered or sold.

The following companies are not eligible to use Rule 504: Exchange Act reporting companies; investment companies; companies that have no specific business plan or have indicated their business plan is to engage in a merger or acquisition with an unidentified company or companies; and companies that are disqualified under Rule 504’s “bad actor” disqualification provisions.

Additional Information and Resources

  • Compliance Guide: Rule 504
  • Filing and amending a Form D notice
  • Press Release: SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings
  • Staff Guidance: Regulation D Compliance and Disclosure Interpretations (Section 254)
  • Investor Bulletin: Private Placements Under Regulation D
  • Capital Raising in the U.S.: An Analysis of the Market for Unregistered Securities Offerings, 2009-2014

Relevant FAQs

  • Do the anti-fraud provisions apply?
  • Do state law requirements apply?
  • What are restricted securities?
  • What is the process for requesting a waiver of “bad actor” disqualification?

Additional Information and Resources

 
  • Press Release: SEC Harmonizes and Improves “Patchwork” Exempt Offering Framework
  • Compliance Guide: Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets
  • Compliance Guide: Rule 504
  • Filing a Form D notice
  • Press Release: SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings
  • Staff Guidance: Regulation D Compliance and Disclosure Interpretations (Section 254)
  • Investor Bulletin: Private Placements Under Regulation D
  • Capital Raising in the U.S.: An Analysis of the Market for Unregistered Securities Offerings, 2009‐2017
  • Report to Congress on Regulation A / Regulation D Performance

Modified: April 28, 2022

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