Types of Reg D Securities Sales

The two general types of Reg D securities sales are: (1) Equity, and (2) Debt. These can also be combined into a Convertible hybrid of the two (see #3 below).  An ‘equity‘ offering is where the ...

Capital Raising in the U.S – Analyzing Offerings Using Reg D Exemption

Division of Economic and Risk Analysis (DERA) U.S. Securities and Exchange Commission ...

Basic Share Structuring

To start a Regulation D private securities sale you will need to start by developing an investment structure. The basic share structure should detail what the investors will get in return for their ...

Facebook’s Use of Regulation D

Facebook’s use of Regulation D was vital to their success. If you’re like us you’re probably wondering how Facebook got started. Well, according to the SEC’s archives, they had very humble, ...

Regulation D Rule 508

Section 230.508 – Insignificant deviations from a term, condition or requirement of Regulation D. (a) A failure to comply with a term, condition or requirement of §230.504 or §230.506 will not ...

Regulation D Rule 507

Section 230.507 – Disqualifying provision relating to exemptions under §§230.504 and 230.506. (a) No exemption under §230.504 or §230.506 shall be available for an issuer if such issuer, any of its ...

Regulation D Rule 506

Section 230.506 – Exemption for limited offers and sales without regard to dollar amount of offering. (a) Exemption. Offers and sales of securities by an issuer that satisfy the conditions in ...

Regulation D

Regulation D Private Securities Offerings Under the federal securities laws, any offer or sale of a security must either be registered with the SEC or meet an exemption. Regulation D under the ...

Regulation D Rule 504

Section 230.504 – Exemption for limited offerings and sales of securities not exceeding $5,000,000. (a) Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of§ ...

Regulation D Rule 503

Section 230.503 – Filing of notice of sales. (a) When notice of sales on Form D is required and permitted to be filed. ...

Reg D Basics

“Regulation D” (or Reg D) is a United States Federal program created under the Securities Act of 1933, indoctrinated in 1982, that allows companies the ability to raise capital through the sale of ...

Regulation D Rule 502

Section 230.502 – General conditions to be met. The following conditions shall be applicable to offers and sales made under Regulation D (§230.500 et seq. of this chapter): ...

Regulation D Rule 501

Section 230.501 – Definitions and terms used in Regulation D. As used in Regulation D (§230.500 et seq. of this chapter), the following terms shall have the meaning indicated: ...

Private Securities Sales

The two general types of Regulation D capital raises: (1) Equity, and (2) Debt. These can also be combined into a Convertible hybrid of the two (see #3 below). 1. An ‘equity’ offering is where the ...

Regulation D Rule 500

Section 230.500 – Use of Regulation D. Users of Regulation D (§§230.500 et seq.) should note the following: ...

Regulation D Forms & Filings

To start a Reg D Private Stock Sale (or a Note Offering) one needs to map-out a ‘Return On Investment’ scenario (“ROI”) for potential investors, i.e., what they’re going to get in return for ...

EDGAR Filing System

Companies that sell private or public securities to raise capital must file the appropriate documents with the SEC through their EDGAR system. To get started issuers will need to first register with ...

List of State Securities Regulators

State securities regulators have individual websites with important information. Click the state to visit the website of each agency. United States ...

Dodd-Frank Act of 2010

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 The Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law on July 21, 2010 by President Barack Obama. ...

Startups Act of 2012

The Jumpstart Our Business Startups Act (the “JOBS Act”) was enacted on April 5, 2012. The JOBS Act aims to help businesses raise funds in public capital markets by minimizing regulatory. ...

Securities Act of 1933

The Securities Act Often referred to as the “truth in securities” law, the Securities Act of 1933 has two basic objectives: ...

Securities Exchange Act of 1934

Securities Exchange Act With this Act, Congress created the Securities and Exchange Commission. The Act empowers the SEC with broad authority over all aspects of the securities industry. This ...

Trust Indenture Act of 1939

Trust Indenture Act This Act applies to debt securities such as bonds, debentures, and notes that are offered for public sale. Even though such securities may be registered under the Securities Act, ...

Investment Company Act of 1940

Investment Company Act of 1940 This Act regulates the organization of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose own ...

Investment Advisors Act of 1940

Investment Advisers Act This law regulates investment advisers. With certain exceptions, this Act requires that firms or sole practitioners compensated for advising others about securities ...

Sarbanes-Oxley Act of 2002

Sarbanes-Oxley Act of 2002 On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, which he characterized as “the most far reaching reforms of American business practices ...