Raise Business Capital Legally & Effectively with Regulation D

Expert Legal Guidance to Structure, Launch,
and Protect Your Capital Raise.

Raise Business Capital the Right Way: SEC-Compliant Fundraising with Regulation D

Raising capital is a critical step for startups, expanding businesses, and entrepreneurs looking to fuel growth without taking on traditional debt or giving up excessive equity. Whether you’re seeking funding for a new venture, business expansion, or specialized investment project, Regulation D (Reg D) provides a legal pathway to raise capital from private investors without full SEC registration.

At Moschetti Syndication Law, we specialize in structuring legally compliant private offerings under Rule 506(b) and 506(c)—ensuring your business capital raise is clear, investor-ready, and SEC-compliant from day one.

Unlock the Power of
Regulation D for Business Fundraising

How Business Capital Raises Work Under Regulation D

Regulation D allows businesses to raise unlimited capital from investors while avoiding the complexity and costs of SEC registration. This is especially valuable for startups, growing companies, and entrepreneurs who need funding without the constraints of traditional financing.

Who Can Use Reg D for Business Fundraising?

  • Startups & early-stage companies seeking seed or growth capital.
  • Business owners expanding operations or launching new projects.
  • Businesses looking to restructure debt off their balance sheet.
  • Entrepreneurs raising funds from private investors instead of venture capital firms.
  • Founders exploring alternative financing options outside of traditional bank loans.

Regulation D allows businesses to legally raise investor capital while ensuring SEC compliance.

Choosing Between Rule 506(b) & Rule 506(c) for Business Fundraising

When raising capital under Regulation D, one of the first decisions you’ll need to make is whether to use Rule 506(b) or 506(c).

Key Differences Between 506(b) & 506(c)

Feature

506(b) Offering

506(c) Offering

  • When to Use 506(b): Best for private networks, relationship-based capital raising, and those seeking some non-accredited investor participation.

  • When to Use 506(c): Best for publicly marketed offerings, larger-scale fundraising, and exclusively accredited investor participation.

  • Legal Documents for Your Syndication:

    • Private Placement Memorandum (PPM): Outlines risks, structure, and terms.
    • Operating Agreement: Defines the roles, rights, and profit-sharing model.
    • Subscription Agreement: Ensures investor compliance and commitments.
    • Entity Formation Documents: Create the entities for the syndication or fund.
    • Ensuring SEC compliance protects both sponsors and investors, building long-term trust.

Why Work with Moschetti Syndication Law?

A poorly structured business capital raise can lead to SEC penalties, investor lawsuits, and funding delays. At Moschetti Syndication Law, we ensure your Reg D offering is legally sound, SEC-compliant, and investor-ready.

What Sets Us Apart?

  • Flat-Fee Pricing – No hourly fees or unexpected costs.

  • Comprehensive Reg D Structuring – Full legal support for private placements and business raises.

  • SEC & Blue Sky Compliance – We handle federal and state regulatory filings.

  • 200+ Successful Business Offerings – Trusted by startups, private businesses, and investment funds.

Whether you're launching a startup raise or scaling your business, we provide the legal foundation for a successful capital raise.

Explore expert insights
on raising capital under Regulation D.

FAQs About Business
Capital Raises Under Regulation D

Reg D exemptions allow private companies to raise unlimited capital without full SEC registration, making it easier to secure investor funding.

506(b) allows non-accredited investors but prohibits advertising, while 506(c) allows public marketing but limits participation to accredited investors only.

Yes—securities law compliance is complex, and proper legal structuring is crucial for investor trust and SEC adherence.

With our streamlined process, most business capital raises are investor-ready in 2-3 weeks.