REG. D FREQUENTLY ASKED QUESTIONS (FAQs)(We source many of our FAQs and Answers relating to Regulations and Rules from the SEC’s Compliance and Disclosure Interpretations Newsletter.)
Must offerings exempt under Rule 506 comply with state securities law requirements?
If an issuer commenced an offering in reliance on Rule 506(b), may the issuer determine, prior to any sales of securities in the offering, to rely on Rule 506(c) for the offering?
If an issuer commenced an offering intending to rely on Rule 506(c) but did not engage in any form of general solicitation in connection with the offering, may the issuer subsequently determine to rely on Rule 506(b) for the offering?
Does the third-party verification method in the non-exclusive list of verification methods in Rule 506(c) include written confirmations from an attorney or certified public accountant who is licensed or duly registered, as the case may be, in good standing in a foreign jurisdiction?
An issuer takes reasonable steps to verify the accredited investor status of a purchaser and forms a reasonable belief that the purchaser is an accredited investor at the time of the sale of securities. Subsequent to the sale, it becomes known that the purchaser did not meet the financial or other criteria in the definition of “accredited investor” at the time of sale. Assuming that the other conditions of Rule 506(c) were met, is the exemption available to the issuer for the offer and sale to the purchaser?
Do state security laws and regulations apply in addition to federal requirements if I’m using and exemption from registration for my capital raise?
What types of businesses are eligible for Regulation D?
How do I choose which Rule of Reg. D to use?
What are some advantages and disadvantages of Regulation D, Rule 504?
Is Rule 505 of Regulation D still effective?
What are some advantages and disadvantages of Rule 506(b) of Regulation D?
What are some advantages and disadvantages of Rule 506(c) of Regulation D?
Do I need an attorney for a Regulation D offering?
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