Regulation D

Regulation D Overview

Regulation D provides exemptions from SEC registration for private placements of securities within the United States. Equilibria primarily uses Rule 506(c) of Regulation D, which permits general solicitation provided all purchasers are accredited investors and the issuer takes reasonable steps to verify accredited status.

Rule 506(c) Requirements

Under Rule 506(c), issuers may use general solicitation and advertising to market securities offerings, provided that all actual purchasers are accredited investors and the issuer takes reasonable steps to verify each purchaser's accredited investor status.

Accredited Investor Verification

Equilibria verifies accredited investor status through its compliance workflow. Acceptable verification methods include income verification (tax returns, W-2s), net worth verification (bank and brokerage statements), third-party verification letters from licensed professionals, and existing investor certifications from qualifying entities.

Form D Filing

Issuers relying on Regulation D must file a Form D with the SEC within 15 days of the first sale of securities. State blue sky filings may also be required depending on the jurisdictions in which securities are offered or sold.

Transfer Restrictions

Securities sold under Regulation D are restricted securities and may not be resold without registration or an applicable exemption. Holders are typically subject to a one-year holding period under Rule 144 before resale is permitted.

Counsel Review Required

All Regulation D offering materials, subscription documents, and investor communications are subject to review by qualified securities counsel before publication. The content on this page is for informational purposes only and does not constitute legal advice.