Raising capital under Regulation D (Reg D) is one of the most widely used exemptions for private offerings, allowing syndicators, fund managers, and business owners to secure investor capital without the need for SEC registration. Whether you are structuring a real estate syndication, private equity fund, or startup raise, Reg D provides a legal pathway to bring in accredited and, in some cases, non-accredited investors.
At Moschetti Syndication Law, we specialize in structuring Regulation D offerings—ensuring compliance with SEC regulations, investor protections, and legal disclosures—so you can focus on raising capital with confidence.
Reg D is not a loophole—it’s a legal framework designed to facilitate private investments while protecting both issuers and investors. It allows companies, funds, and syndicators to raise unlimited amounts of capital while following specific SEC guidelines.
Rule 506(b): Allows accredited investors and up to 35 non-accredited investors, but advertising is prohibited.
Rule 506(c): Allows general solicitation and advertising, but only accredited investors can participate.
Since Reg D offerings involve the sale of securities, it is critical to ensure SEC compliance to avoid legal liabilities, investor disputes, or regulatory penalties.
Without proper legal structuring, even a well-planned investment raise can result in costly compliance issues.
A poorly structured offering can lead to SEC scrutiny, investor disputes, and fundraising delays. At Moschetti Syndication Law, we provide flat-fee, full-service legal structuring to ensure that your Regulation D offering is investor-ready and SEC-compliant.
Reg D exemptions allow private companies, funds, and syndications to raise unlimited capital without full SEC registration.
