--- title: "Regulation D Private Placement Attorney" description: "Regulation D private placement counsel for Rule 506(b) and 506(c) offerings. Acquisition Stars helps with the M&A side of these transactions and works with independent securities counsel on PPM drafting, investor qualification, Form D filing, and state blue sky compliance." canonical: "https://acquisitionstars.com/regulation-d-private-placement-attorney" firm: "Acquisition Stars" practice: "M&A and securities law" office: "Novi, Michigan (serves clients nationwide)" contact: "consult@acquisitionstars.com | 248-266-2790" --- # Regulation D Private Placement Attorney ## 1 Working With Acquisition Stars on Regulation D A Regulation D offering has multiple moving pieces. Each document and filing carries its own compliance risk. Acquisition Stars helps clients with the M&A side of the transaction and works with independent securities counsel, who manages the securities documents and filings from initial structuring through post-closing compliance. We tell you who would handle your matter before any introduction, and you decide whether to proceed. **PPM drafting.** Private placement memorandum preparation covering risk factors, offering terms, and use of proceeds **Subscription agreements.** Investor-facing documents governing the purchase of securities in the offering **Operating agreement amendments.** Updates to admit new investors into an existing entity **Form D filing.** Federal notice filing with the SEC through EDGAR within the required window **State blue sky notice filings.** Notice filings and fees in every state where investors reside. See our [50-state blue sky laws guide](https://acquisitionstars.com/blue-sky-laws) or work with a [blue sky law compliance attorney](https://acquisitionstars.com/blue-sky-law-compliance-attorney) **Investor accreditation verification.** Documentation review required for 506(c) offerings **Bad actor disqualification checks.** Review of covered persons for disqualifying events under Rule 506(d) **Fund structure compliance.** Regulation D compliance for real estate, private equity, and venture capital fund structures ## 2 Rule 506(b) vs. Rule 506(c) Rule 506(b) and Rule 506(c) are the two exemptions issuers use most often under Regulation D. The choice between them depends on whether the offering will be marketed publicly and how strictly investor accreditation needs to be documented. | Feature | Rule 506(b) | Rule 506(c) | | --- | --- | --- | | General solicitation | Not allowed | Allowed | | Investor limits | Unlimited accredited investors plus up to 35 non-accredited investors | Unlimited accredited investors only | | Accreditation requirement | Not required for all investors | Required for every investor | | Verification method | Self-certification | Documented verification (tax returns, bank statements, third-party letters) | | State registration preemption | Yes, notice filing still required | Yes, notice filing still required | For a deeper look at state notice filing requirements under either exemption, see our [blue sky laws guide](https://acquisitionstars.com/blue-sky-laws). ## 3 When You Need a Reg D Attorney ### Raising Capital for a New Venture Structuring a first-time raise from outside investors, choosing between 506(b) and 506(c), and preparing offering documents. ### Fund Formation Real estate, private equity, and venture capital funds structuring investor admission under Regulation D. ### Converting a Loan Into Equity Restructuring existing debt as an equity stake, which itself constitutes a securities offering requiring an exemption. ### Adding Investors to an Existing Entity Amending operating agreements and issuing new interests to investors joining an established company. ### Bridge Financing Rounds Short-term capital raises ahead of a larger financing event, structured to stay compliant under a Reg D exemption. ## 4 The Process ### 1. Initial Structuring Consultation Determine whether 506(b) or 506(c) fits the offering, based on marketing plans and target investor base. ### 2. PPM and Subscription Document Drafting Preparation of the private placement memorandum, subscription agreement, and related investor documents. ### 3. Form D Filing Federal notice filing with the SEC through EDGAR within 15 calendar days of the first sale. ### 4. Blue Sky Filings in Applicable States State notice filings and fees in every state where investors are located. ### 5. Ongoing Compliance for Subsequent Closings Amended filings, new investor state filings, and compliance tracking for offerings that remain open across multiple closings. ### Structuring a Regulation D Offering? Tell us about the raise. Alex reviews every submission and responds within one business day. ## Frequently Asked Questions ### How much does a Regulation D offering cost? Legal fees for a Regulation D offering vary by complexity. The core cost components are PPM drafting, subscription agreement preparation, Form D filing, and state blue sky notice filings. A straightforward single-state raise costs less than a nationwide 506(c) offering with broad marketing and accreditation verification. Fund formations and offerings with multiple investor classes add drafting complexity. Acquisition Stars provides a scoped fee estimate after an initial structuring consultation. ### What is the difference between Rule 506(b) and 506(c)? Rule 506(b) prohibits general solicitation and allows up to 35 non-accredited investors alongside an unlimited number of accredited investors, with self-certification of accredited status. Rule 506(c) allows general solicitation and public advertising, but every investor must be accredited and the issuer must take reasonable steps to verify accredited status, such as reviewing tax returns, bank statements, or third-party letters. Both exemptions preempt state securities registration under NSMIA. ### Do I need to file with the SEC for a Regulation D offering? Yes. Form D must be filed electronically through EDGAR within 15 calendar days of the first sale of securities in the offering. Form D discloses issuer information, the exemption relied on, the amount offered and sold, and information about officers and directors. There is no SEC filing fee, but the form is public and appears on the EDGAR database. ### Can I advertise a Regulation D offering? Only under Rule 506(c). General solicitation and public advertising are permitted, but every investor in the offering must be accredited, and the issuer must verify accredited status through documentation rather than relying on the investor's self-certification. Rule 506(b) offerings cannot use general solicitation of any kind, which limits the offering to investors with whom the issuer or its placement agent has a pre-existing relationship. ### What are blue sky filing requirements for Regulation D? Regulation D Rule 506 offerings are covered securities under NSMIA, so states cannot require full registration. Most states still require a notice filing, a copy of the Form D, and a filing fee within a set window of the first sale to a resident of that state. Requirements and deadlines vary by state. See our full blue sky laws guide for state-by-state filing requirements. ## Structuring a Private Placement? Get the exemption, the documents, and the filings right from the start. Acquisition Stars helps with the M&A side of the transaction and works with independent securities counsel on the exemption, documents, and filings. Alex Lubyansky leads every M&A engagement, with an associate supporting the work. [Request Engagement Assessment](https://acquisitionstars.com/consultation) Confidential. Alex responds within 24 hours. ## Related Resources Securities Law ### Blue Sky Laws: 50-State Guide Complete blue sky law guide with filing requirements for all 50 states. Securities Law ### Securities Law Overview Full range of securities law services offered by Acquisition Stars. Securities Law ### SEC Rule 144 Explained Restricted stock resale requirements for investors in private placements. Securities Law ### Securities Registration Registration services for offerings that do not qualify for an exemption. --- Source: https://acquisitionstars.com/regulation-d-private-placement-attorney Markdown version generated for machine readers. Canonical HTML at the source URL.