--- title: "Regulation D (Reg D) | Altss Glossary" description: "Regulation D (Reg D) is the set of Securities and Exchange Commission (SEC) rules, 17 CFR 230.500–230.508, that lets issuers, including private funds,…" canonical: "https://altss.com/glossary/regulation-d" --- Glossary · Legal, regulatory & tax # Regulation D (Reg D) Regulation D (Reg D) is the set of Securities and Exchange Commission (SEC) rules, 17 CFR 230.500–230.508, that lets issuers, including private funds, sell securities without registering the offering under the Securities Act, chiefly through Rule 506(b), 506(c) or 504. Publisher: Altss LLCPublished 2026-01-12Content modified 2026-10-02 ALTSS-REG-007 Offering securities in the US requires SEC registration unless an exemption applies. Regulation D is the most-used set of exemptions for private companies and private funds. A Rule 506 offering can raise an unlimited amount, mostly from accredited investors, with only a short notice (Form D) filed with the SEC. The securities sold are restricted and cannot be freely resold. ## Jurisdiction and status Regulation D is US federal law: SEC rules made under the exemptive provisions of the Securities Act of 1933, codified at 17 CFR 230.500–230.508. Rule 501 holds the definitions, including [accredited investor](https://altss.com/glossary/accredited-investor) (last substantively amended effective 8 December 2020). Rule 506 was last amended in 2021 by the SEC's exempt-offering harmonization amendments. Rule 503 requires a [Form D](https://altss.com/glossary/form-d) notice. Recent developments: a staff no-action letter of 12 March 2025 accepts high minimum investments as a way to verify accredited status under Rule 506(c); on 30 September 2026 the SEC requested comment on new accredited-investor credential pathways. The no-action letter is a staff position; the 2026 items are proposals and do not change the rules. Rule 505, a former Regulation D exemption for offerings of up to $5 million in a twelve-month period, was repealed by Release 33-10238 (adopted 26 October 2016); the repeal took effect on 22 May 2017. Securities sold under Rule 506 are "covered securities" under section 18(b)(4)(F) of the Securities Act, so states cannot require their registration or review their merits; states may still require notice filings substantially similar to the federal ones, copies of documents filed with the SEC, a consent to service of process and fees (section 18(c)(2)). Whether two offerings are treated as one is governed by Rule 152, which applies a facts-and-circumstances principle and safe harbors including one for offerings more than 30 calendar days apart. ## The exemptions | Exemption | Offering size | Purchasers | General solicitation | | --- | --- | --- | --- | | Rule 504 | Up to $10 million in any 12-month period | No federal investor-qualification test | Subject to conditions; rarely used by private funds | | Rule 506(b) | Unlimited | Unlimited accredited investors plus up to 35 non-accredited, sophisticated purchasers in any 90-day period | Prohibited | | Rule 506(c) | Unlimited | Accredited investors only, status verified by the issuer through reasonable steps | Permitted | ## Conditions common to Rule 506 offerings Non-accredited purchasers in a 506(b) offering must receive the information specified in Rule 502(b)(2) a reasonable time before sale: for an issuer that does not file Exchange Act reports, non-financial information of the kind required in Part II of Form 1-A if it is eligible to use Regulation A (otherwise of the kind required in Part I of a registration statement), plus specified financial-statement information. Securities sold are restricted securities: purchasers cannot resell them freely without registration or another exemption. Bad-actor disqualification applies to both forms of Rule 506. Each offering also needs a Form D notice within 15 days of its first sale, amended annually while the offering continues. Rule 506(a) deems offers and sales that meet either Rule 506(b) or Rule 506(c) to be transactions not involving any public offering under section 4(a)(2) of the Securities Act, the statutory exemption for such transactions. Rule 506(b) is the long-standing safe harbor; Rule 506(c), added in 2013 to implement section 201(a) of the Jumpstart Our Business Startups (JOBS) Act, allows general solicitation where every purchaser is an accredited investor. For the detailed comparison see [Rule 506(b) vs Rule 506(c)](https://altss.com/glossary/rule-506-b-vs-506-c). ## How private funds use Regulation D Private equity, venture, credit and hedge funds typically sell their interests under Rule 506 and admit only accredited investors, documenting status in the [subscription agreement](https://altss.com/glossary/subscription-agreement). Regulation D answers only the Securities Act question of how the interests may be offered. The fund must separately avoid registration as an investment company, usually through the [3(c)(1)](https://altss.com/glossary/3-c-1-fund) or [3(c)(7)](https://altss.com/glossary/3-c-7-fund) exclusion, both of which require that the fund not make a public offering; and its manager must address adviser registration under the Investment Advisers Act. Each Form D filing is public on the SEC's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR), which makes Regulation D the main public trace of private fundraising in the US: issuer name, related persons, exemption claimed, amount sold and number of investors. ## Legal definition and market usage In market usage "Reg D offering" often means any US private placement. Strictly, it means an offering relying on Rule 504 or Rule 506. Issuers can also rely directly on section 4(a)(2) without Regulation D, and resales to institutions use Rule 144A, which is not part of Regulation D. An exemption from registration is not an exemption from the anti-fraud provisions of the securities laws, and a Form D filing is not SEC approval or review of the offering. ## Not the same as - Rule 144A: Rule 144A is a resale safe harbor for sales to qualified institutional buyers; Regulation D governs the issuer's own offering. - Private Placement: Private placement is the general market term for an unregistered offering; Regulation D is the main set of SEC rules under which US private placements are made. - Investment Company Act of 1940: Regulation D exempts the offering from Securities Act registration; it does not exclude a fund from the Investment Company Act. ## Common mistakes - Treating a Form D filing as SEC approval or registration. - Assuming Regulation D also excludes a fund from the Investment Company Act. That needs a separate exclusion such as 3(c)(1) or 3(c)(7). - Saying Rule 506(b) limits general solicitation. It prohibits it. - Assuming interests bought in a Regulation D offering can be freely resold. They are restricted securities. ## Edge cases - An issuer that generally solicits during an offering cannot rely on Rule 506(b) for that offering; to rely on Rule 506 it must meet every Rule 506(c) condition. - Bad-actor disqualification looks beyond the issuer to covered persons such as directors, executive officers, general partners or managing members, significant owners, promoters, the investment manager of a pooled fund and compensated solicitors. - Rule 504 is capped at $10 million in any 12-month period, so it is seldom useful for institutional private funds. ## Questions ### Does a Regulation D offering need SEC approval? No. The SEC does not review or approve Regulation D offerings. The issuer files a Form D notice after the first sale, and the offering must meet the rule's conditions. ### Is Regulation D the same as a private placement? Regulation D is the main set of rules for US private placements, but not the only one: issuers can rely on section 4(a)(2) directly, and institutional resales use Rule 144A. ## Sources - [Exempt Offerings (overview)](https://www.sec.gov/resources-small-businesses/exempt-offerings). U.S. Securities and Exchange Commission, Page last updated 2026-01-26. Status: current (checked 2026-10-01). Exempt offerings overview (updated 2026-01-26) — supports: Rule 504 ($10 million in 12 months), Rule 506(b), Rule 506(c) and other exemptions - [17 CFR 230.506 - Exemption for limited offers and sales without regard to dollar amount of offering (Rule 506(b) and 506(c))](https://www.law.cornell.edu/cfr/text/17/230.506). U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror), eCFR current as of 2026-09-29; last amended 2021-06-09. Status: in force (checked 2026-10-01). 17 CFR 230.506(a), (b)(1)–(2), (c)(1)–(2), (d)(1); source note (78 FR 44770, 44804, 2013-07-24; 86 FR 3598, 2021-01-14) — supports: Both 506(b) and 506(c) offerings deemed section 4(a)(2) transactions; 35 non-accredited sophisticated purchasers per 90 days; accredited-only and verification under 506(c); bad-actor covered persons; Rule 506(c) added in 2013; last amended 2021 - [17 CFR 230.501 - Definitions and terms used in Regulation D (accredited investor)](https://www.law.cornell.edu/cfr/text/17/230.501). U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror), eCFR current as of 2026-09-29; last amended 2025-02-18 (technical, 90 FR 9684); last substantive amendment effective 2020-12-08 (85 FR 64234). Status: in force (checked 2026-10-01). 17 CFR 230.501 — supports: Definitions including accredited investor; last substantive amendment effective 2020-12-08 - [Private placements - Rule 506(b)](https://www.sec.gov/resources-small-businesses/exempt-offerings/private-placements-rule-506b). U.S. Securities and Exchange Commission, Page last updated 2026-09-21. Status: current (checked 2026-10-01). Rule 506(b) page — supports: No general solicitation; disclosure to non-accredited purchasers - [General solicitation - Rule 506(c)](https://www.sec.gov/resources-small-businesses/exempt-offerings/general-solicitation-rule-506c). U.S. Securities and Exchange Commission, Page last updated 2026-03-17. Status: current (checked 2026-10-01). Rule 506(c) page — supports: General solicitation permitted; restricted securities; bad-actor disqualification; Form D within 15 days - [Rule 506 of Regulation D (glossary)](https://www.investor.gov/introduction-investing/investing-basics/glossary/rule-506-regulation-d). U.S. Securities and Exchange Commission (Investor.gov), Accessed 2026-10-01. Status: current (checked 2026-10-01). Glossary: Rule 506 — supports: Unlimited raise; Rule 506(b) is a safe harbor under section 4(a)(2) - [Private Placements under Regulation D - Updated Investor Bulletin](https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins/private-placements-under-regulation-d-updated-investor-bulletin). U.S. Securities and Exchange Commission, Office of Investor Education and Advocacy (Investor.gov), Undated on fetched page (accessed 2026-10-01). Status: current (checked 2026-10-01). Investor Bulletin — supports: Form D is not SEC approval; Rule 504 limit - [17 CFR 239.500 - Form D, notice of sales of securities under Regulation D and section 4(a)(5) of the Securities Act of 1933](https://www.law.cornell.edu/cfr/text/17/239.500). U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror), eCFR current as of 2026-09-29; last amended 2016 (81 FR 83553, Nov. 21, 2016; eCFR version dated 2017-05-23). Status: in force (checked 2026-10-01). 17 CFR 239.500(a)(1), (a)(3)(iii) — supports: Form D timing and annual amendment - [No-Action Letter: Latham & Watkins LLP (Rule 506(c) verification via minimum investment amounts)](https://www.sec.gov/rules-regulations/no-action-interpretive-exemptive-letters/division-corporation-finance-no-action/latham-watkins-503c-031225). U.S. Securities and Exchange Commission, Division of Corporation Finance, 2025-03-12. Status: in force (staff position) (checked 2026-10-01). No-action letter, 2025-03-12 — supports: Minimum-investment route to 506(c) verification (staff position) - [SEC Proposes Amendments to Expand Responsible Retailization of Private Markets (press release 2026-96)](https://www.sec.gov/newsroom/press-releases/2026-96-sec-proposes-amendments-expand-responsible-retailization-private-markets). U.S. Securities and Exchange Commission, 2026-09-30. Status: proposed (checked 2026-10-01). Press release 2026-96 — supports: September 2026 request for comment on accredited-investor pathways (proposal only) - [Exemptions to Facilitate Intrastate and Regional Securities Offerings (final rules), Release Nos. 33-10238; 34-79161](https://www.sec.gov/rules/final/2016/33-10238.pdf). U.S. Securities and Exchange Commission, Adopted 2016-10-26 (Dated: October 26, 2016); version 'Corrected to Conform to the Federal Register Version'. Status: in force (checked 2026-10-01). DATES; Summary; section on repeal of Rule 505 — supports: Rule 505 repeal effective 22 May 2017 - [15 U.S.C. 77r - Exemption from State regulation of securities offerings (Securities Act s.18)](https://www.law.cornell.edu/uscode/text/15/77r). U.S. Congress (US Code via LII), Current US Code text as published by LII (accessed 2026-10-01). Status: in force (checked 2026-10-01). Sec. 18(a)(1), (a)(3), (b)(4)(F), (c)(2) — supports: State preemption of registration/qualification and merit conditions for Rule 506 offerings; state notice filings, consent to service and fees - [17 CFR 230.152 - Integration](https://www.law.cornell.edu/cfr/text/17/230.152). U.S. Securities and Exchange Commission (CFR text via LII), Current CFR text as published by LII (accessed 2026-10-01); source line 86 FR 3595, Jan. 14, 2021. Status: in force (checked 2026-10-01). 17 CFR 230.152(a), (b)(1) — supports: Integration principle and 30-day safe harbor - [Form D - Notice of Exempt Offering of Securities (form and instructions, paper version)](https://www.sec.gov/files/formd.pdf). U.S. Securities and Exchange Commission, SEC1972 (5/17); OMB No. 3235-0076, expires 2027-07-31. Status: in force (checked 2026-10-01). Items 1, 3, 6, 13 and 14 — supports: Information a Form D discloses: issuer, related persons, exemptions claimed, amounts offered and sold, number of investors - [17 CFR 230.504 - Exemption for limited offerings and sales of securities not exceeding $10,000,000](https://www.law.cornell.edu/cfr/text/17/230.504). U.S. Securities and Exchange Commission (CFR text via LII mirror of eCFR), Current text opened 2026-10-02. Status: in force (checked 2026-10-02). 17 CFR 230.504(b)(1)-(2) — supports: Rule 504 $10 million in 12 months; general solicitation only under state-law conditions - [17 CFR 230.502 - General conditions to be met (Regulation D: information requirements, limitation on manner of offering, limitations on resale)](https://www.law.cornell.edu/cfr/text/17/230.502). U.S. Securities and Exchange Commission (CFR text via LII mirror), LII text accessed 2026-10-01; last amended 2021-01-14 per LII. Status: in force (checked 2026-10-01). 17 CFR 230.502(b)(1)-(2), (c), (d) — supports: Information to non-accredited 506(b) purchasers; general solicitation prohibited except under 504(b)(1) or 506(c); restricted status of Regulation D securities - [15 U.S.C. 77d - Exempted transactions (Securities Act of 1933, section 4)](https://www.law.cornell.edu/uscode/text/15/77d). U.S. Congress (U.S. Code via LII), Current U.S. Code text opened 2026-10-02. Status: in force (checked 2026-10-02). Sec. 4(a)(2) — supports: Statutory exemption for transactions not involving a public offering, usable without Regulation D - [15 U.S.C. 77q - Fraudulent interstate transactions (Securities Act of 1933 sec. 17)](https://www.law.cornell.edu/uscode/text/15/77q). U.S. Congress (United States Code; LII mirror), Current US Code text as published by LII (accessed 2026-10-01). Status: in force (checked 2026-10-01). Sec. 17(a), (c) — supports: Anti-fraud provisions apply to the offer or sale of any securities, including exempt offerings - [17 CFR 230.144A - Private resales of securities to institutions (Rule 144A; qualified institutional buyer)](https://www.law.cornell.edu/cfr/text/17/230.144A). U.S. Securities and Exchange Commission (CFR text via eCFR; LII mirror), eCFR current as of 2026-09-29; last amended 2020-12-08. Status: in force (checked 2026-10-01). 17 CFR 230.144A — supports: Rule 144A is outside 17 CFR 230.500-230.508 - [Potential Designation of Chartered Financial Analyst Designation as Qualifying Natural Persons for Accredited Investor Status (notice; request for comment), Release No. 33-11447, File No. 4-933](https://www.sec.gov/files/rules/other/2026/33-11447.pdf). U.S. Securities and Exchange Commission, 2026 (exact issue date not printed in the SEC-issued PDF; comment period 60 days after FR publication). Status: proposed (notice and request for comment) (checked 2026-10-01). Release 33-11447, n. 5 — supports: Rule 506(c) adopted under JOBS Act section 201(a) ## Related terms 8 terms - [Private Placement Memorandum (PPM)](https://altss.com/glossary/private-placement-memorandum) - [3(c)(1) Fund](https://altss.com/glossary/3-c-1-fund) - [3(c)(7) Fund](https://altss.com/glossary/3-c-7-fund) - [Subscription Agreement (Subscription Documents)](https://altss.com/glossary/subscription-agreement) - [Placement Agent](https://altss.com/glossary/placement-agent) - [Accredited Investor](https://altss.com/glossary/accredited-investor) - [Rule 506(b) vs Rule 506(c)](https://altss.com/glossary/rule-506-b-vs-506-c) - [Form D](https://altss.com/glossary/form-d) ## Referenced by 2 terms - [Fundraising (Private Fund Fundraising)](https://altss.com/glossary/fundraising) - [Qualified Client](https://altss.com/glossary/qualified-client) ## Concept record Concept ID ALTSS-REG-007 Classification Legal, regulatory & tax Topics Legal, regulatory & tax · Fundraising & investor relations Jurisdiction US Version 2.0.0 Last reviewed 2026-10-02 Structured data [JSON](https://altss.com/reference/concepts/regulation-d.json) Source check Legal and regulatory statements checked against the cited primary sources on 2026-10-02 ([how](https://altss.com/methodology)). General information, not advice. ## Canonical URL https://altss.com/glossary/regulation-d