Skip to main content

Company Filings

SEC Emblem
U.S. Securities and
Exchange Commission
  • About
    • Careers
    • Commissioners
    • Contact
    • Reports and Publications
    • Securities Laws
    • What We Do
  • Divisions & Offices
    • Corporation Finance
    • Enforcement
    • Investment Management
    • Economic and Risk Analysis
    • Trading and Markets
    • Office of Administrative Law Judges
    • Examinations
    • Regional Offices
  • Enforcement
    • Litigation Releases
    • Administrative Proceedings
    • Opinions and Adjudicatory Orders
    • Accounting and Auditing
    • Trading Suspensions
    • How Investigations Work
    • Receiverships
    • Information for Harmed Investors
  • Regulation
    • Rulemaking Index
    • Proposed Rules
    • Final Rules
    • Interim Final Temporary Rules
    • Other Orders and Notices
    • Self-Regulatory Organizations
    • Staff Interpretations
  • Education
    • Investor Education
    • Glossaries
    • Small Business Capital Raising
  • Filings
    • EDGAR – Search & Access
    • EDGAR – Information for Filers
    • Company Filing Search
    • How to Search EDGAR
    • Forms List
    • About EDGAR
  • News
    • Press Releases
    • Speeches and Statements
    • Spotlight Topics
    • Upcoming Events
    • Webcasts
    • SEC in the News
    • SEC Videos
    • Media Gallery
  • U.S. Securities and Exchange Commission
    • Divisions & Offices
    • Enforcement
    • Regulation
    • Education
    • Filings
    • Newsroom
  • Newsroom
    • Press Releases
    • Testimony
  • RSS Feeds
    • Press Releases
    • Public Statements
    • Speeches
    • Testimony
  • Education
  • Investor Education
  • Small Business Capital Raising Hub
  • Glossaries
  • Education
  • Investor Education
  • Small Business Capital Raising Hub
  • Glossaries

General solicitation — Rule 506(c)

Rule 506(c) of Regulation D header

Rule 506(c) permits issuers to broadly solicit and generally advertise an offering, provided that:

  • all purchasers in the offering are accredited investors
  • the issuer takes reasonable steps to verify purchasers’ accredited investor status and
  • certain other conditions in Regulation D are satisfied

Purchasers in a Rule 506(c) offering receive “restricted securities.” 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. Although the Securities Act provides a federal preemption from state registration and qualification under Rule 506(c), the states still have authority to require notice filings and collect state fees.

Rule 506(c) offerings are subject to “bad actor” disqualification provisions.

Additional Information and Resources

  • Filing and amending a Form D notice
  • Compliance Guide: Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings
  • Compliance Guide: Disqualification of Felons and Other “Bad Actors” from Rule 506 Offerings and Related Disclosure Requirements
  • Press Release with Fact Sheet: SEC Approves JOBS Act Requirement to Lift General Solicitation Ban
  • Staff Guidance: Regulation D Compliance and Disclosure Interpretations (Sections 254)
  • Investor Bulletin: Private Placements Under Regulation D
  • Investor Alert: Advertising for Unregistered Securities Offerings
  • Division of Trading and Markets: JOBS Act FAQs About the Exemption from Broker-Dealer Registration in Title II of the JOBS Act
  • Division of Economic and Risk Analysis White Paper: 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?
  • What is an accredited investor?
  • 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
  • Filing a Form D notice
  • Compliance Guide: Eliminating the Prohibition Against General Solicitation
  • Compliance Guide: Disqualification of Felons and Other “Bad Actors”
  • Press Release: SEC Approves JOBS Act Requirement to Lift General Solicitation Ban
  • Staff Guidance: Regulation D Compliance and Disclosure Interpretations (Section 254)
  • Investor Bulletin: Private Placements Under Regulation D
  • Investor Alert: Advertising for Unregistered Securities Offerings
  • JOBS Act FAQs About the Exemption from Broker-Dealer Registration in Title II of the JOBS Act
  • 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: Oct. 28, 2022

STAY CONNECTED
1 Twitter 2 Facebook 3RSS 4YouTube
6LinkedIn 8 Email Updates

About The SEC

  • Budget & Performance
  • Careers
  • Commission Votes
  • Contact
  • Contracts
  • Data Resources

Transparency

  • Accessibility & Disability
  • Diversity & Inclusion
  • FOIA
  • Inspector General
  • No FEAR Act & EEO Data
  • Ombudsman
  • Whistleblower Protection

Websites

  • Investor.gov
  • Related Sites
  • USA.gov

Site Information

  • Plain Writing
  • Privacy & Security
  • Site Map
Return to Top