Rule 506b of Reg D – Non-Accredited Investors & No Solicitation
1. Introduction to Rule 506(b) Rule 506(b) is part of Regulation D under the Securities Act of 1933. It was created to help businesses raise
At Moschetti Syndication Law, we specialize in securing investor capital legally and strategically through Regulation D offerings (506(b) and 506(c)), Regulation A, Regulation CF, and Regulation S. From structuring your deal to ensuring SEC compliance, we provide clear guidance and flat-fee legal services that protect both sponsors and investors.
Many first-time sponsors get confused with the terms syndications vs funds. They really are the same thing:
A Syndication is a “group of people coming together for a common purpose”. Commonly we use the term to mean a one-time investment opportunity, where investors raise capital for a single asset (such as a real estate property or a business acquisition).
A Fund is a “pool of capital used for a common purpose”. Commonly, we use the term to mean an investment into more than one asset, sometimes as part of an ongoing investment vehicle that allows managers to raise capital continuously.
Since both syndications and investment funds involve pooled capital, they are considered securities under U.S. law—meaning that SEC compliance is critical.
One of the first decisions you’ll make when structuring a fund or syndication is choosing the right Regulation D exemption or alternative securities framework.
Not sure which structure fits your goals?
A poorly structured syndication or fund can lead to legal risks, investor disputes, and lost capital. At Moschetti Syndication Law, we ensure your offering is structured for success, compliance, and investor confidence.
When you’re raising capital, your investors aren’t just looking at the deal – they’re looking at you. If your syndication isn’t structured properly, if your documents don’t inspire confidence, or if your compliance isn’t airtight, investors will walk away.
I know this firsthand. I’ve been in your shoes. I’ve raised capital, I’ve pitched real investors, and I’ve had my own deals on the line. I know what serious investors expect, what gets deals funded, and what turns investors away.
That’s why I created The Investor-Ready Syndication Package™ – a structured, proven legal framework that gives investors confidence and protects your raise. Here’s how it works:
Your syndication needs more than just a Private Placement Memorandum (PPM). Your investors expect a syndication that’s legally sound, structured for success, and professionally executed. This package ensures your offering stands out and gives investors the confidence to commit.
Your syndication needs more than just a Private Placement Memorandum (PPM). Your investors expect a syndication that’s legally sound, structured for success, and professionally executed. This package ensures your offering stands out and gives investors the confidence to commit.
Investors don’t just look at your deal – they look at the legal foundation behind it. If your syndication isn’t structured properly, it can lead to disputes, compliance issues, or investors backing out last-minute.
Unlike firms that provide cookie-cutter agreements, I tailor your structure to your specific deal, investor base, and long-term goals – structured to protect you legally while making investors feel secure in your syndication.
Forms both the investment and sponsor entities, ensuring your syndication is set up for success.
Custom-drafted operating agreements protect you and your investors from legal headaches.
Includes an entity management guide so you understand exactly how to maintain compliance.
SEC compliance isn’t optional – it’s essential. A single mistake in your Reg D offering can lead to delays, fines, or even investor lawsuits.
Many attorneys leave compliance to you after drafting documents. I ensure every aspect of your syndication stays compliant so you can focus on raising capital instead of worrying about the SEC.
Handles SEC Form D and Blue Sky filings so you don’t have to navigate compliance alone.
Provides unlimited amendments – ensuring your filings stay up to date.
Raising capital means navigating complex legal questions—accredited investor verification, finder’s fees, investor suitability, and more. You won’t have to figure it out alone—we’ll be here to guide you.
SEC compliance isn’t optional – it’s essential. A single mistake in your Reg D offering can lead to delays, fines, or even investor lawsuits.
Many attorneys leave compliance to you after drafting documents. I ensure every aspect of your syndication stays compliant so you can focus on raising capital instead of worrying about the SEC.
Handles SEC Form D and Blue Sky filings so you don’t have to navigate compliance alone.
Provides unlimited amendments – ensuring your filings stay up to date.
Raising capital means navigating complex legal questions—accredited investor verification, finder’s fees, investor suitability, and more. You won’t have to figure it out alone—we’ll be here to guide you.
A deal is only as strong as the investor onboarding process. If your subscription agreements are confusing, if your compliance is unclear, or if the process feels unprofessional, you’ll lose investors.
Most firms hand you legal documents and leave the rest to you – but without a smooth investor process, deals stall. We ensure onboarding is frictionless and investor-friendly, so investors feel confident wiring funds into your deal.
Includes step-by-step investor onboarding instructions, making the process seamless.
Every Investor-Ready Syndication Package™ is offered at a transparent, flat fee – so you never have to worry about unexpected legal bills.
The Investor-Ready Syndication Package™ isn’t just for one type of syndicator – it unlocks different advantages depending on where someone is in their capital-raising journey.
Biggest Problem:
“How do I raise money legally and confidently when I’ve never done this before?”
How This Package Helps:
Provides a clear, step-by-step process so you don’t get lost.
Gives you an investor-ready structure so you look experienced from day one.
Helps avoid costly legal mistakes that could sink your first deal.
Offers ongoing legal support so you’re never left wondering what to do next.
You go from uncertain beginner to confident, professional syndicator who investors trust.
Biggest Problem:
“I find great deals – how do I legally bring in investors and make this a business?”
How This Package Helps:
Transforms your one-off deals or projects into a repeatable syndication model.
Provides a professional legal foundation so investors take you seriously.
Helps you maximize your profits through smart deal structuring.
Ensures you stay 100% SEC-compliant while raising capital.
You go from sourcing great deals to structuring and owning them—building long-term wealth instead of just collecting commissions or developer fees.
Biggest Problem:
“I need investors to scale my business, but I don’t know the legal path.”
How This Package Helps:
Structures a fundable, investor-friendly business model that follows SEC rules.
Creates clear investor agreements that protect both you and your investors.
Provides a repeatable process for securing investor capital for future rounds.
Eliminates confusion around securities laws, ownership, and control.
You gain access to investor capital without giving up unnecessary control or equity.
Biggest Problem:
“I need investors to scale my business, but I don’t know the legal path.”
How This Package Helps:
Structures a fundable, investor-friendly business model that follows SEC rules.
Creates clear investor agreements that protect both you and your investors.
Provides a repeatable process for securing investor capital for future rounds.
Eliminates confusion around securities laws, ownership, and control.
You gain access to investor capital without giving up unnecessary control or equity.
Biggest Problem:
“I want to raise capital to lend, but I need the right structure.”
How This Package Helps:
Sets up a fund model that allows investors to pool money for lending.
Ensures SEC-compliant fundraising so you don’t risk legal trouble.
Provides investor protections that make it easier to raise capital.
Helps you scale your lending business with a professional structure.
You can raise money at scale and increase your lending power legally and efficiently.
Biggest Problem:
“I need a structured way to raise capital for multiple deals.”
How This Package Helps:
Creates a flexible legal structure for funds, syndications, or hybrid models.
Provides high-level compliance solutions to avoid regulatory pitfalls.
Helps develop investor-focused materials that build trust and credibility.
Positions you for institutional capital by setting up strong governance.
You gain a scalable, professional-grade investment structure that attracts bigger investors.
Biggest Problem:
“I raised money before, but I need to update my legal framework and attract investors more effectively.”
How This Package Helps:
Refreshes your legal and compliance structure to align with today’s regulations.
Enhances your investor pitch materials with an Investment-Grade PPM™.
Streamlines investor onboarding for faster closings.
Gives access to unlimited Blue Sky filings for nationwide fundraising.
You relaunch your syndication business with an investor-ready, fully compliant structure.
Raising capital is stressful enough – you shouldn’t have to worry about unexpected legal costs or whether your syndication is structured for success. That’s why we offer three ironclad guarantees to ensure you have clarity, confidence, and peace of mind throughout the process.
We believe in long-term partnerships. Your second deal should be easier than your first—so we reward our returning clients with special pricing.
We believe in long-term partnerships, and once you’ve worked with us, you’ll never pay full price again. Returning clients receive special pricing on all future deals – a simple, transparent way to support your continued success.
We reduce your risk of an unsuccessful raise.
Raising capital isn’t just about legal compliance—it’s about structuring a syndication that inspires investor confidence and secures commitments. If you follow our process and your first deal doesn’t move forward, we stand by you. With our Capital Raise Guarantee, we’ll apply your original payment toward your next deal—treating it as a rewrite. You won’t pay again until you bring us a new deal after a successful raise. Because when you succeed, we succeed.
No hourly fees. No surprise bills. Ever.
Legal fees at traditional law firms can add up fast. With us, you’ll always know your total cost upfront—so no matter how complex your deal gets, your legal fees won’t. We charge flat fees only – never hourly – so you can focus on raising capital without worrying about unexpected legal costs.
Tilden Moschetti’s clients have successfully gone to raise capital from $1 million to $200 million, for projects that include:
Tilden’s clients have raised money for projects as unique as these:
Tilden has become my one-attorney stop for all of my syndication needs. I’ve done three syndications through his law firm already, and each one was a home run.
It’s been helpful that Tilden knows his commercial real estate stuff in addition to law. He helped solve an issue with a parking lot that was about to turn into a disaster. That deal almost didn’t happen. Thanks, Tilden!
I do about twelve syndications per year, and Tilden is my go-to guy. Always responds quickly to my texts and has resolved my last-minute drama more than once.
My investors really like PPMs prepared by Moschetti Law Group – even people without much knowledge in real estate can understand them.
An Investment-Grade PPM will help you pass the ‘blink test’. Because wealthy people are uber-cautious, a PPM is their only way to feel reassured that your deal is real, you are to be trusted, and that their investment is legally safe (because everything they are worried about is covered extensively and in writing). When An Investment-Grade PPM answers (and preempts!) investors’ objections, that’s money in the bank.
Blue skies laws are sometimes a suitable vehicle for syndicators to raise money. But to use those laws, you’ve got to comply 100% with its stipulation – all investors must come from one state. While blue sky laws suit some syndicators, they are ill-advised for others. I’ll help you figure out the best fundraising path for you.
While about 85% of our practice is for real estate syndications and working with real estate entrepreneurs, we have also worked for amazing startups and mid-sized companies looking at raising funds, as well as a broad range of private equity funds.
Here’s what you need to understand. The Securities Act and Regulation D were enacted for consumer (investor) protection first and foremost. The SEC’s primary concern is ensuring that people won’t be taken advantage of. That’s why some Reg D rules allow marketing while some strictly prohibit it. This means we need to find the best match between your fundraising (and personal financial) goals and the laws under which we’ll file your real estate syndication (. What you want is to achieve your goals while avoiding the ‘grey’ zone, which invites SEC scrutiny and often prosecution.
Whether you are looking to raise capital from just accredited investors or including non-accredited investors as well, we can help you structure your real estate syndications (or other offerings) in a way that is compliant.
When syndication is executed properly, the syndicator does not pay for any of the expenses associated with forming the syndication and getting it to the funding point. The cost of the PPM and other contracts within the Complete Reg D package are business expenses that should be passed on to the investors. And here’s another thing to remember – it’s in investors’ interests to legally bulletproof their investment, so there’s no ‘convincing’ the investors that the cost should be passed on to them. That’s the Golden standard, the cost of earning ROI through your project. You’ll get the fixed quote for the Complete Reg D package during our phone call.
It does happen (though pretty rarely), which is why I am probably the only attorney who would make this guarantee to minimize my clients’ risk. My Capital Raise Guarantee will cover you in case your deal just didn’t come together as you planned. (We’ll cover this guarantee in detail during our phone call.)
Absolutely. Raising money for an open-ended fund is a different animal because instead of selling a projected return on a specific real estate deal, the parameters of the fund are fluid (especially when it comes to tricky questions like ‘When can I withdraw my money?’). But this is my area of expertise, so even though forming a fund is more complex than raising money for a single property, I’ll help you reach your fund vision without a hitch.
Time is a precious commodity for you and for me. If you’ve got partners, make sure all decision-makers are present on the call. Why? Because I see this all the time – even a small difference in how two parties see their business can change what I ‘prescribe’ as the best path forward. What you want to avoid is creating more tension between you and your partners by not letting their point of view being heard. But if all the parties are on the call, that means I know all the fact and I can help you find both the common ground and the best solution.
If you are a single decision-maker, then you’ll get the most out of the appointment with me by being 100% clear on your desired outcome.
An Investment-Grade PPM will help you pass the ‘blink test’. Because wealthy people are uber-cautious, a PPM is their only way to feel reassured that your deal is real, you are to be trusted, and that their investment is legally safe (because everything they are worried about is covered extensively and in writing). When An Investment-Grade PPM answers (and preempts!) investors’ objections, that’s money in the bank.
Blue skies laws are sometimes a suitable vehicle for syndicators to raise money. But to use those laws, you’ve got to comply 100% with its stipulation – all investors must come from one state. While blue sky laws suit some syndicators, they are ill-advised for others. I’ll help you figure out the best fundraising path for you.
While about 85% of our practice is for real estate syndications and working with real estate entrepreneurs, we have also worked for amazing startups and mid-sized companies looking at raising funds, as well as a broad range of private equity funds.
Here’s what you need to understand. The Securities Act and Regulation D were enacted for consumer (investor) protection first and foremost. The SEC’s primary concern is ensuring that people won’t be taken advantage of. That’s why some Reg D rules allow marketing while some strictly prohibit it. This means we need to find the best match between your fundraising (and personal financial) goals and the laws under which we’ll file your real estate syndication (. What you want is to achieve your goals while avoiding the ‘grey’ zone, which invites SEC scrutiny and often prosecution.
Whether you are looking to raise capital from just accredited investors or including non-accredited investors as well, we can help you structure your real estate syndications (or other offerings) in a way that is compliant.
When syndication is executed properly, the syndicator does not pay for any of the expenses associated with forming the syndication and getting it to the funding point. The cost of the PPM and other contracts within the Complete Reg D package are business expenses that should be passed on to the investors. And here’s another thing to remember – it’s in investors’ interests to legally bulletproof their investment, so there’s no ‘convincing’ the investors that the cost should be passed on to them. That’s the Golden standard, the cost of earning ROI through your project. You’ll get the fixed quote for the Complete Reg D package during our phone call.
It does happen (though pretty rarely), which is why I am probably the only attorney who would make this guarantee to minimize my clients’ risk. My Capital Raise Guarantee will cover you in case your deal just didn’t come together as you planned. (We’ll cover this guarantee in detail during our phone call.)
Absolutely. Raising money for an open-ended fund is a different animal because instead of selling a projected return on a specific real estate deal, the parameters of the fund are fluid (especially when it comes to tricky questions like ‘When can I withdraw my money?’). But this is my area of expertise, so even though forming a fund is more complex than raising money for a single property, I’ll help you reach your fund vision without a hitch.
Time is a precious commodity for you and for me. If you’ve got partners, make sure all decision-makers are present on the call. Why? Because I see this all the time – even a small difference in how two parties see their business can change what I ‘prescribe’ as the best path forward. What you want to avoid is creating more tension between you and your partners by not letting their point of view being heard. But if all the parties are on the call, that means I know all the fact and I can help you find both the common ground and the best solution.
If you are a single decision-maker, then you’ll get the most out of the appointment with me by being 100% clear on your desired outcome.
1. Introduction to Rule 506(b) Rule 506(b) is part of Regulation D under the Securities Act of 1933. It was created to help businesses raise
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If you’re raising capital for a single asset, a syndication is best. If you plan to invest in multiple assets over time, a fund is the better choice.
Yes—proper legal structuring ensures SEC compliance, investor protection, and successful fundraising.
Most offerings are investor-ready in 2-3 weeks with our streamlined process.
