Securities Laws

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

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 beginnings, just like every other startup. Facebook, Twitter, Tesla, and thousands of other companies have gotten started using a purposely engineered loophole in the

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 investment.

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 company sells partial (or a majority) ownership in the company. The ownership, or equity, is transferred to investors via

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 result in the loss of the exemption from the requirements of section 5 of the Act for any offer or sale to a particular

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 predecessors or affiliates have been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such

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 paragraph (b) or (c) of this section shall be deemed to be transactions not involving any public offering within the meaning of section 4(a)(2) of the

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 this §230.504 by an issuer that is not:

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 Securities Act provides a number of exemptions from the registration requirements, allowing some companies to offer and sell their securities without having to

“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 equity or debt securities (private or public stock shares). Specifically, this allows small businesses to raise capital from private investors, without going