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
Additional Information and Resources
- Press Release: SEC Seeks Public Comment on Ways to Harmonize Private Securities Offering Exemptions;
Submit comments here by Sept. 24, 2019. - 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