A Founder’s Guide to Raising Private Capital with Reg D 506(b) and 506(c) RazeTeam October 25, 2023
How to raise capital using Reg D

A Founder’s Guide to Raising Private Capital with Reg D 506(b) and 506(c)

Raising capital is a pivotal milestone for startups on their journey to growth and success. In the United States, this process is intricately governed by a set of regulations designed to protect both investors and companies. When it comes to raising capital from accredited investors, startups often find themselves operating within the private placement ecosystem, specifically under the umbrella of Regulation D, or Reg D. Within Reg D, there are two popular exemptions, 506(b) and 506(c), that play a significant role in the capital-raising landscape.

These exemptions represent critical components of the investment world, offering distinct features, requirements, and benefits. For founders and entrepreneurs, understanding the ins and outs of Reg D 506(b) and 506(c) is essential for making informed decisions about their fundraising strategies. In this blog post, we’ll explore the differences between Reg D 506(b) and 506(c), how they work, and what you need to know when navigating this intricate terrain.

Understanding Regulation D (Reg D)

Before diving into the specific details of 506(b) and 506(c), it’s crucial to grasp the overarching framework of Regulation D. Reg D is a regulation that provides specific exemptions from the rigorous registration requirements of the Securities and Exchange Commission (SEC). This means that startups can issue securities and raise capital without undergoing the time-consuming and expensive process of a full-blown initial public offering (IPO). For a full comprehensive explanation of exempt offerings please refer to the SEC website.

Reg D 506(b): The Traditional Path

Reg D Rule 506(b) represents the traditional and most commonly used exemption for raising capital in the private placement market. Here are some key aspects of 506(b):

  1. Accredited Investors: Under this rule, startups can solicit investments from an unlimited number of accredited investors and up to 35 non-accredited investors. Accredited investors are typically high-net-worth individuals, institutions, or entities with significant financial knowledge or resources.
  2. No General Solicitation: Startups using 506(b) are not allowed to publicly advertise their investment opportunities. This means that they must rely on pre-existing relationships and networks to find investors.
  3. Information Disclosure: While 506(b) doesn’t require startups to register with the SEC, it does mandate that they provide investors with sufficient information to enable them to make informed investment decisions. This typically involves sharing financial statements, business plans, and other relevant documentation.
  4. Securities Restrictions: Any securities sold under 506(b) are subject to resale restrictions. Investors must typically hold onto their securities for at least one year before selling them.

Reg D 506(c): The Game Changer

Reg D Rule 506(c) is a more recent addition to Regulation D, and it brings a significant change to the fundraising landscape:

  1. Accredited Investors Only: 506(c) allows startups to publicly solicit investments but comes with a crucial limitation – it’s available only to accredited investors. This type of offering relies on the founders to verify the accredited status of their investors.
  2. Wider Reach: The ability to publicly advertise offerings means that startups can cast a wider net when seeking investors. They can leverage online platforms, social media, and other modern marketing methods to attract a diverse pool of accredited investors.
  3. Strict Verification: With the advantage of public solicitation comes the responsibility of ensuring that investors are genuinely accredited. Startups must employ thorough verification procedures to confirm that their investors meet the necessary income or net worth requirements.

Comparing Reg D 506(b) and 506(c)

The choice between Reg D 506(b) and 506(c) depends on the startup’s specific needs, goals, and target investors. Let’s compare the two:

  1. Investor Eligibility: 506(b) offers the flexibility of including a limited number of non-accredited investors in your offering, which can be helpful if you have friends, family, or supporters who don’t meet accredited investor criteria. 506(c), on the other hand, restricts your investor pool to accredited investors only.
  2. Solicitation: 506(b) prohibits general solicitation. While this can make it more challenging to find investors, it might be necessary for startups who prefer a more discreet approach. 506(c) allows public solicitation, which means you can reach a broader audience, including potential investors you’ve never met before.
  3. Verification: 506(c) demands a rigorous verification process to ensure investors’ accredited status, while 506(b) does not have such a requirement. The additional verification burden can be seen as a drawback, but it also adds a layer of protection for startups and investors.
  4. Disclosure Requirements: Both exemptions require that startups provide certain information to their investors, but the extent of disclosure can vary. Under 506(b), the information provided must be sufficient to help investors make informed decisions. 506(c) doesn’t explicitly require specific disclosures but having comprehensive documentation can still be advantageous.

Take the Guesswork Out of Private Investment with Raze

Navigating the complexities of raising private investment capital under Regulation D 506(b) and 506(c) can be a daunting task for founders. This is where innovative solutions like Raze come into play, revolutionizing the way startups approach fundraising.

Raze is not just an operating system for founders; it’s a comprehensive platform that automates and simplifies the compliance process, ensuring that founders meet the intricate regulatory rules while protecting the interests of all parties involved in private investments.

  1. Investor Verification: With Regulation D 506(c), verifying the accredited status of investors is a critical requirement. Raze integrates advanced verification tools that automatically assess an investor’s eligibility, saving founders the time and effort required for manual checks. This feature not only eases the burden on founders but also enhances security and trust for investors.
  2. Document Management: Regulation D demands that startups provide certain information to investors to enable informed decision-making. Raze acts as a centralized repository for all essential data room documents and information, ensuring easy access for investors and simplifying the compliance process for founders.
  3. Compliance Checks: Raze’s intelligent algorithms continuously monitor compliance with the regulations governing private investments. This proactive approach helps founders avoid costly mistakes and legal pitfalls, providing peace of mind for everyone involved.
  4. Secure Transactions: Private investments require secure transaction processes. Raze’s integration of blockchain technology and dynamic security tokens ensures the safe and seamless transfer of funds between investors and startups, minimizing the risk of fraudulent activities.
  5. Networking and Outreach: For startups leveraging Regulation D 506(c) with its public solicitation option, Raze provides a powerful network for connecting with a broader audience of accredited investors. The OS aids in marketing and outreach while maintaining compliance standards.

Raze is the all-in-one solution that founders need to streamline the private investment capital-raising process. Raze empowers founders to focus on what truly matters – building and growing their businesses. With Raze, founders can raise capital with confidence, knowing that they are adhering to the stringent regulations of Regulation D while providing investors with a secure and transparent investment experience.

Which is Right for Your Startup?

Choosing between Reg D 506(b) and 506(c) depends on your startup’s unique circumstances and goals. It’s essential to consider your network of potential investors, the level of marketing and public outreach you want to undertake, and your willingness to verify the accredited status of investors.

For startups with well-established relationships in the investment community, Regulation D 506(b) can be a natural fit, offering a degree of flexibility and a more straightforward verification process. On the other hand, if you’re looking to cast a wider net and engage in more active solicitation, Regulation D 506(c) might be your preferred choice. It permits general advertising and provides an opportunity to connect with a broader audience. However, this comes with the added requirement of ensuring that all investors are accredited from the outset. Ultimately, your decision should align with your startup’s unique fundraising strategy and market presence.

Whether you’re pursuing Regulation D 506(b) or 506(c), Raze can help you in navigating the intricate landscape of private investments. Learn more about raising capital with Raze.

For more detailed information on exempt offerings please refer to the SEC official website.