Home Blog Regulation D Offering: Exemptions, Filings, Legal Tips

Regulation D Offering: Exemptions, Filings, Legal Tips

This page explains regulation d offerings, how they work, legal tips, and how a lawyer from ContractsCounsel can help you.

Jump to Section

How Does a Regulation D Offering Work?

When raising money for your startup, you might want an easier way to get the capital you need from investors without having to register the securities with the Securities and Exchange Commission (SEC), which can be costly and time-consuming.

This is where Regulation D comes in. Read the rest of this article to explore what you need to know about Regulation D offerings.

What is Regulation D?

Regulation D is a set of SEC rules that exempts companies from having to register their securities. This doesn’t mean companies involved in Regulation D offerings don’t need to complete filings and meet state securities laws, but it does make the fundraising process smoother.

What Do You Need to Know About Regulation D Offerings?

There’s important information to know about Regulation D offerings. These include the following.

It Provides Three Exemptions

Regulation D Offerings include a few different exemptions that can benefit companies.

  • Rule 504

This rule allows companies to offer up to $10,000,000 in securities over a 12-month period without having to register the offering. They can sell these to both accredited and non-accredited investors.

Companies can raise an unlimited amount of securities to an unlimited number of accredited investors and up to 35 non-accredited investors.

  • Rule 506(c)

This exemption allows companies to engage in general solicitation, but this only applies to accredited investors. Companies need to ensure that they take reasonable steps to verify the investors’ accreditation.

To choose the right exemption, you will have to consider factors such as the following:

  • If you’re going to advertise the offering, you should stick to Rule 506(c) as general advertising and solicitation is permitted. You can engage in a range of activities, which include running paid ads, posting the offering on social media, or emailing your long list of subscribers.
  • If you want to make use of non-accredited investors, 506(b) is your best option because it enables you to use up to 35 non-accredited investors.

A Business Valuation Helps Boost Investor Confidence

Although having a business valuation isn’t legally required for companies, it ensures credibility. You need to ensure that you select the right valuation approach so you remain compliant. It’s also important for your valuation to be reasonable. A common method of business valuation is comparable company analysis.

You Need to Structure Your Offering

This includes establishing your minimum investment requirements, how much capital you wish to raise, and its pricing and valuation. Structuring your offering will lay the foundation for your offering documents.

Draft Your Legal Documents

Some of the most common documents you’ll use for a Regulation D offering include a Private Placement Memorandum (PPM) that defines risks and the use of funds, to provide transparency for your investors.

Another document is a subscription agreement that includes the terms involved in purchasing the securities. It clarifies all the risks involved.

Complete Your Filings

For Regulation D offerings, companies have to file a Form D with the SEC. This has to be completed within 15 days of their first sale.

There are also state-specific filings companies might have to complete. In many states, this involves filing notices.

You might have to file amendments to your Form D if you wish to correct a material mistake that was included in the previously filed notice, as this will ensure compliance.

Verify Your Investors

If you’re using accredited investors, the company will have to verify their status. The SEC has various non-exclusive methods to assist companies with this task so that they take “reasonable steps” to ensure investors are accredited.

It’s important for companies to follow due diligence when reviewing and choosing investors.

What Should Companies Consider With Regulation D Offerings?

Although Regulation D offerings have many benefits for startups, such as helping them build relationships with investors and achieving access to capital, there are some potential challenges involved.

Companies need to remember to be compliant with all state securities law. A mistake some companies make is that they think that since they don’t have to register the offering with the SEC, other filings aren’t required. However, this isn’t always the case. Being informed of state-specific rules and filings is essential to avoid negative consequences, such as hefty penalties.

When companies engage in Regulation D offerings, they might find that investors will scrutinize them. They will have to be ready for this and provide accurate information that doesn’t harm their company’s reputation or cause issues with investors that could put future fundraising efforts on the backburner.

What are the Benefits of Private Placements?

A Regulation D offering is an example of a private placement. This is a way for companies to raise funds they require without having to go through lengthy processes, such as what you’ll encounter with public offerings.

For companies, this gives them access to capital that they might not have been able to get via other methods, such as bank loans.

As for investors, they can get involved in exciting ventures and a company’s growth trajectory, while building relationships with like-minded companies.

Do You Need to Hire a Lawyer for a Regulation D Offering?

Although Regulation D offerings have many benefits for companies and investors alike, they do have risks and potential challenges. You might not have to work with a lawyer, but it’s recommended to do so.

Navigating a Regulation D offering can be challenging for people using it for the first time. A lawyer can help you by:

  • Helping you gauge which Reg D exemption best works for you and your company’s needs.
  • Considering all SEC and state-specific rules to help you stay compliant during every step of the Regulation D offering process.
  • Drafting and reviewing all Regulation D documents, such as your PPM.
  • Guiding you on how to choose and verify your investors.
  • Filing the Form D on your behalf, which needs to meet specific deadlines.
  • Communicating with investors on your behalf.
  • Prioritizing your business interests while minimizing your legal and financial risks.

Where can you hire a lawyer for Reg D offerings?

If you need to work with a lawyer for Reg D offerings, you can easily connect with one on ContractsCounsel, an online legal marketplace that connects clients to lawyers who have been vetted on the platform.

They have the skills and expertise in helping clients with securities offerings, so they can best guide you through the process.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Lawyers

Allen L. on ContractsCounsel
View Allen
5.0 (239)
Member Since:
October 23, 2025

Allen L.

CEO, Attorney, Certified Master Financial Coach
Free Consultation
Georgia
27 Yrs Experience
Licensed in GA
Georgia

Clear, strategic legal guidance when you need it most—whether you're planning ahead or defending a position. Legal challenges shouldn't feel confusing or overwhelming. Whether you're building an estate plan, structuring a business, or navigating a dispute, my practice is built on clarity, care, and practical strategy. I work with clients who want real solutions—not just paperwork—through planning and advice that truly fits their goals, families, and businesses. Planning & Structure I focus on estate planning, asset protection, and business succession, helping individuals and entrepreneurs organize their assets, reduce risk, and prepare for every stage of life. Whether you're setting up your first living trust, shielding your business from liability, or updating an existing estate plan, you'll receive clear guidance, fixed-fee pricing, and responsive support from start to finish. Each plan I design is tailored to your real-world priorities: preserving wealth, avoiding unnecessary taxes and probate, and ensuring the people you love are protected when it matters most. I also focus on general business matters outlined below. Disputes & Defense When legal conflicts arise—disputed contracts, demand letters, settlement negotiations, or litigation decisions—I provide realistic risk assessment and strategic guidance. I help clients understand their actual exposure (not just best-case scenarios), identify leverage points, and navigate toward efficient resolution. If you're facing a legal claim or need to evaluate your position before responding, I can walk you through the realistic options and their costs. Services: Estate Planning & Asset Protection --Simple wills and powers of attorney --Living trusts for small estates --Buy-sell agreements for family businesses Business Formation & Agreements --LLC or S-Corp formation filings --Operating Agreements / Shareholder Agreements --Founder or Investor Agreements --Bylaws and Minutes templates --Registered agent setup guidance Contracts & Commercial Matters --Service Agreements (consulting, marketing, software, design, etc.) --Independent Contractor Agreements --Employment contracts and offer letters --Non-compete, non-solicitation, or confidentiality agreements --Employee handbooks or HR policy updates --Termination or severance agreements --NDAs (Non-Disclosure Agreements) --Partnership or Joint Venture Agreements --Sales or Vendor Contracts --Licensing or IP Agreements Terms and conditions SaaS Platforms --Terms of Service --Privacy Policy --Independent Contractor Agreements --Customer/User Agreements --Liability Waivers --Cancellation & Refund Policy --Non-Solicitation Clauses --Marketplace compliance documents Real Estate --Commercial lease drafting or review --Residential lease review --Purchase & sale agreements --Short-term rental (Airbnb) contracts --Property management agreements Professional Approach: I leverage modern legal research and writing technologies—including AI-assisted tools—to enhance the quality, speed, and clarity of my analysis. Like many legal professionals today, I use these tools to organize research, improve communication, and catch errors. On research tools: case law and statutory verification runs through a vLex/Fastcase subscription, and drafting and first-pass review is AI-assisted. Every analysis I provide is thoroughly reviewed and reflects my independent professional judgment as a licensed attorney. AI is a tool that supports my work; it does not replace it.

Recent  ContractsCounsel Client  Review:
5.0

"Will use again 100%. I had a very short deadline in a deal come up and he was able to deliver with swiftness and consistent communication."

Adrienne H. on ContractsCounsel
View Adrienne
5.0 (1)
Member Since:
November 9, 2025

Adrienne H.

Corporate Attorney
Free Consultation
Decatur, GA
8 Yrs Experience
Licensed in AL, GA, PA
Emory University School of Law

Senior Corporate Attorney with extensive experience across diverse law firms, specializing in M&A transactions, commercial contracts, and corporate governance. Proven ability in risk mitigation and forming strategic partnerships, leveraging strong analytical skills to achieve successful outcomes. Recognized for high productivity and efficient task management. Expertise in critical thinking, problem-solving, and communication that enhances navigation of complex legal issues for clients.

Jehan C. on ContractsCounsel
View Jehan
4.7 (3)
Member Since:
November 14, 2025

Jehan C.

Business, Estate and Intellectual Property Lawyer
Free Consultation
Washington, DC
12 Yrs Experience
Licensed in DC
New York Law School

Experience business, estate and intellectual property attorney ready to serve entrepreneurs and creatives in all 50 state and those that have wills and estate planning needs in the District of Columbia.

Recent  ContractsCounsel Client  Review:
5.0

"Jehan was responsive, spent time understanding the issue and provided a solution. Thank you."

Brad A. on ContractsCounsel
View Brad
Member Since:
October 14, 2025

Brad A.

Attorney
Free Consultation
Fairhope, Alabama
27 Yrs Experience
Licensed in AL, FL, GA
University of Florida

Brad Adams is the founder of Adams Outside GC, PLLC, a legal consulting firm providing fractional General Counsel services to businesses across Florida, Alabama, and Georgia. With more than 25 years of legal experience, Brad offers practical, business-minded legal support to help companies navigate complex legal issues, minimize risk, and focus on growth. Brad’s practice spans both business law and employment law, with a focus on delivering real-world solutions tailored to each client’s needs. He regularly advises companies on legal compliance, drafts and negotiates contracts, supports clients with collections and dispute resolution, and helps businesses manage day-to-day legal and HR matters. His employment law experience includes drafting policies and agreements, conducting internal investigations, delivering compliance training, guiding employers through regulatory challenges and responding to administrative complaints. Brad has represented employers of all sizes—ranging from startups to Fortune 500 companies—in a wide variety of industries, including construction, manufacturing, retail, healthcare, hospitality, solar energy, and technology. In addition to this broad experience, Brad has developed significant expertise in worker classification issues, particularly in the gig economy. He has worked with businesses using independent contractor models to help them navigate the legal and operational complexities unique to non-traditional workforces. Brad’s guidance helps clients reduce misclassification risk and design more sustainable, compliant contractor arrangements that support operational flexibility. His published work on this topic has appeared in Bloomberg Law’s Daily Labor Report, and he is a valuable resource for companies working within this rapidly evolving space. Prior to founding Adams Outside GC, Brad served as General Counsel for Meraki Installers LLC, where he managed the company’s legal, compliance, and HR functions. He previously practiced at top national and regional law firms, including Littler Mendelson, P.C., where he spent over a decade focusing exclusively on employment law as both an associate and shareholder. Earlier in his career, he worked in the Atlanta office of Powell Goldstein LLP (now Bryan Cave Leighton Paisner) and the Mobile, Alabama office of McDowell Knight Roedder & Sledge, LLC. Prior to joining Meraki, Brad worked in the Pensacola, Florida office of Emmanuel, Sheppard & Condon. Brad is licensed in Florida, Alabama, and Georgia, and was a Board-Certified Specialist in Labor and Employment Law through the Florida Bar from June 2021 through May 2026. He earned his J.D. with honors from the University of Florida Levin College of Law, where he was recognized for excellence in legal writing. He also holds a B.A. with honors and distinction from the University of the South (Sewanee). Brad is a speaker and published author on employment law topics and compliance strategy, contributing to Bloomberg Law, LexisNexis, and regional HR and legal conferences. For additional information, please visit adamsoutsidegc.com

Monica T. on ContractsCounsel
View Monica
Member Since:
October 20, 2025

Monica T.

Freelance Attorney
New York, NY
19 Yrs Experience
Licensed in CT, NY
Quinnipiac University School of Law

NYC based attorney of over 15 years in NY & CT who specializes in entertainment transactional law. 10 years as a general/in-house counsel in 2 entertainment companies and former indie film company executive as well as a creative professional (actress, singer, writer, model, blogger, podcast host/producer and beauty ambassador). Also have over 5 years of court appearance experience in various practice areas including foreclosure defense, bankruptcy, personal injury (plaintiff), immigration, consumer debt, etc.

Bryan F. on ContractsCounsel
View Bryan
Member Since:
October 21, 2025

Bryan F.

Partner
Salt Lake City, Utah
26 Yrs Experience
Licensed in UT
J. Reuben Clark Law School, Brigham Young University

Business and Transaction focused attorney with 25+ years of experience in matters ranging from real estate and land use, energy and oil & gas, business acquisitions, mergers & acquisitions, contracts and capital financing.

Paisley K. P. on ContractsCounsel
View Paisley K.
Member Since:
October 27, 2025

Paisley K. P.

Attorney
Free Consultation
Savannah, Georgia
5 Yrs Experience
Licensed in GA, NY
New York Law School

Hi! I'm Paisley and I'm an attorney licensed in Georgia & New York with experience in intellectual property and contractual matters. I began my career at a large international firm in New York, where I advised on IP and data privacy matters in mergers, acquisitions, and other corporate transactions. I then worked at a small firm in Georgia, where I gained experience in corporate and commercial real estate matters. Today I enjoy counseling individuals and businesses looking for assistance with issues and agreements related to intellectual property, contracts, leases, internal IP protection and development, service providers, and IP strategy. I'm a proud graduate of New York Law School and Boston University's Advertising program. You can learn more about me at PaisleyPiasecki.com.

Jen D. on ContractsCounsel
View Jen
Member Since:
October 29, 2025

Jen D.

Business Lawyer General Counsel
Free Consultation
NJ, USA
28 Yrs Experience
Licensed in NJ, NY
Villanova

I’m a business attorney with 25+ years of experience helping companies and creators protect their brands and get deals done right. After two decades working in-house for consumer product companies, I know how to balance legal protection with real-world business needs—and I bring that practical approach to every contract I handle.

kresimir p. on ContractsCounsel
View kresimir
Member Since:
November 7, 2025

kresimir p.

Principal
Free Consultation
los angeles, ca
32 Yrs Experience
Licensed in CA
Pepperdine university school of law

Kresimir Peharda is a corporate and M&A attorney. His clients benefit from his experience representing public companies and hands-on operational experience in three start-ups, two in healthcare and one in real estate. Kresimir has assisted his public clients in IPOs, spin-offs, going private transactions, SEC compliance, corporate governance, corporate reorganizations and complex financing transactions. He advises early stage and middle market companies on contracts, equity compensation, debt and equity financing, mergers and acquisitions, and shareholder matters.

Sean W. on ContractsCounsel
View Sean
Member Since:
November 19, 2025

Sean W.

Principal Attorney
Free Consultation
Quincy, MA
11 Yrs Experience
Licensed in MA
New England Law

Sean is an accomplished legal counsel with more than 10 years of experience providing assistance to individuals and companies of different sizes, from startups to Fortune 500s. He has been involved with various industries including biotechnology, consulting, healthcare, finance, hospitals, industrial manufacturing, pharmaceuticals, retail, software, and sports. He has been a key legal advisor and strategic business partner to senior leaders and stakeholder management, advising on a broad range of legal, contractual, corporate, and regulatory compliance matters on behalf of leading organizations in the U.S. and abroad.

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with a legal contract?

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

CONTRACT LAWYERS BY TOP CITIES
See All Corporate Lawyers
REGULATION D OFFERING LAWYERS BY CITY
See All Regulation D Offering Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city