Regulation D Rule 506
An issuer may issue an on an unlimited amount of securities with no dollar limit to 35 non-accredited investors and an unlimited number of accredited investors. However, there are required disclosures.
Advertising and general investor solicitations are prohibited.
The securities are restricted securities and may NOT be readily sold to the public.
The major advantage of Regulation D Rule 506 is that it supersedes and preempts the securities laws of all states so by complying with Rule 506 it simplifies your need to know each state’s requirement. Ultimately, saving effort and expense and allows the issuer to accept money from investors in multiple states.
Note: Even if you are permitted to take funds from non-accredited investors you may not wish to engage in such sales. Selling to a non-accredited investor can dramatically increase your compliance requirements and can be very expensive. It is OK to take in money after the distribution of the Private Placement Offering.
There is no limit to the number of Accredited Investors. Non-Accredited Investors are limited to a total of 35.
You cannot use “money finders.” Only registered Broker Dealers or your company officers can solicit investors.
Private Placement Memorandum Explained. Click Here
Shields Capital Partners
3606 Enterprise Avenue
Naples, FL 34104
Hours: (M - F 10:30am - 6:00pm Eastern)
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