Skip to main content

Company FilingsMore Search Options

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
    • All Divisions and 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.gov
    • Five Questions to Ask Before You Invest
    • About Investment Professionals
    • Check Your Investment Professional
    • Investing Tools and Calculators
    • Investment Products
    • Understanding Fees
    • Investor Alerts and Bulletins
    • Glossary
  • Filings
    • EDGAR – Search & Access
    • EDGAR – Information for Filers
    • Company Filing Search
    • How to Search EDGAR
    • Requesting Public Documents
    • Forms List
    • About EDGAR
  • News
    • Press Releases
    • Public Statements
    • Speeches
    • Testimony
    • Spotlight Topics
    • What's New
    • Upcoming Events
    • Webcasts
    • SEC in the News
    • SEC Videos
    • Media Gallery

User account menu

  • Log in
  • U.S. Securities and Exchange Commission
    • Divisions & Offices
    • Enforcement
    • Regulation
    • Education
    • Filings
    • Newsroom
  • Newsroom
    • Press Releases
    • Public Statements
    • Speehes
    • Testimony
  • RSS Feeds
    • Press Releases
    • Public Statements
    • Speeches
    • Testimony
  • Social Media
    • @SEC_News
    • SEC Channel
    • SEC Photostream
  • Small Business
  • Exempt Offerings
    • Exempt Offerings Home
    • Private placements – Rule 506(b)
    • General solicitation – Rule 506(c)
    • Limited offerings – Rule 504
    • Filing a Form D notice
    • Regulation Crowdfunding
    • Regulation A
    • Intrastate offerings
    • Employee benefit plans
  • Going Public
    • Going Public Home
    • What is a registration statement?
    • Filing a registration statement
    • Filing review process
    • Emerging Growth Companies
    • Smaller Reporting Companies
    • Exchange Act Reporting and Registration
    • Annual Meetings and Proxy Requirements
    • Officers, Directors and 10% Shareholders
    • Listing Standards
    • Suspending Reporting Obligations
  • Small Business
  • Exempt Offerings
    • Exempt Offerings Home
    • Private placements – Rule 506(b)
    • General solicitation – Rule 506(c)
    • Limited offerings – Rule 504
    • Filing a Form D notice
    • Regulation Crowdfunding
    • Regulation A
    • Intrastate offerings
    • Employee benefit plans
  • Going Public
    • Going Public Home
    • What is a registration statement?
    • Filing a registration statement
    • Filing review process
    • Emerging Growth Companies
    • Smaller Reporting Companies
    • Exchange Act Reporting and Registration
    • Annual Meetings and Proxy Requirements
    • Officers, Directors and 10% Shareholders
    • Listing Standards
    • Suspending Reporting Obligations

Breadcrumb

  1. Home
  2. Small Business
  3. Exempt Offerings

Exemption for limited offerings not exceeding $5 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 $5 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 Proposes Rule Changes to Harmonize, Simplify and Improve the Exempt Offering Framework
  • Press Release: SEC Seeks Public Comment on Ways to Harmonize Private Securities Offering Exemptions
  • 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, 2009-2014

Modified: March 12, 2020

STAY CONNECTED
1 Twitter 2 Facebook 3RSS 4YouTube
5 Flickr 6LinkedIn 7 Pinterest 8 Email Updates

Footer menu

  • Accessibility
  • Budget & Performance
  • Careers
  • Contact
  • Contracts
  • Data
  • Diversity and Inclusion
  • FOIA
  • Inspector General
  • Investor.gov
  • No FEAR Act & EEO Data
  • Ombudsman
  • Plain Writing
  • Privacy & Security
  • Related Sites
  • Site Map
  • USA.gov
  • Votes
  • Whistleblower Protection
Return to Top