Regulation D (Reg D)
Regulation D is a U.S. framework enabling certain securities offerings to qualify as private placements without full SEC registration.
Allocator relevance: High — signals baseline compliance literacy and dictates marketing rules, investor eligibility controls, and offering discipline.
Expanded Definition
Most private funds rely on Reg D exemptions—commonly Rule 506(b) or 506(c). The chosen path impacts solicitation permissibility, verification requirements, and documentation posture. Allocators treat Reg D structure as foundational: it affects who can invest, how the fund is marketed, and how investor onboarding is executed.
Decision Authority & Governance
Governance includes counsel oversight, subscription documentation, investor verification procedures, record retention, and marketing compliance. Allocators expect clean, consistent documentation and zero ambiguity around solicitation practices.
Common Misconceptions
- Reg D means “no rules apply.”
- Reg D automatically permits broad marketing.
- Compliance is solved once documents are drafted.
Key Takeaways
- Reg D is the core private offering backbone in the U.S.
- 506(b)/(c) choice creates real process obligations.
- Strong controls and records are institutional trust signals.