Reg D 506(c)

    Reg D 506(c) Capital Raising, Public Marketing, Accredited-Only Investors

    We build the offering, handle accredited verification, and put your deal in front of family offices. You stay the GP. No carry, no broker-dealer.

    TL;DR

    Reg D Rule 506(c) lets you publicly market your raise, but every investor must be verified accredited. We handle the PPM, Form D, accredited verification workflow, and investor outreach so you can close $1M–$50M from family offices and HNW LPs without a broker-dealer.

    Book a strategy call See pricingFrom $3,339 one-time (Self-Serve) or $1,960/mo (Flagship)
    • PPM, sub docs, Form D ready in 2–3 weeks
    • Verified accredited workflow built-in
    • Direct family office introductions
    • No carry, no success fees

    The problem

    506(b) caps you at 35 non-accredited investors and bans general solicitation, meaning no LinkedIn posts, webinars, or paid ads. Most sponsors don't realize they're already in 506(c) territory the moment they post about their deal online. The wrong election triggers SEC enforcement and rescission rights for every LP.

    What we do

    We elect the correct exemption from day one, draft the PPM and subscription documents, file Form D within 15 days of first sale, and integrate VerifyInvestor or Parallel Markets for accredited verification. Then we plug your deal into our family office outreach engine, verified LP contacts in our own database.

    What's included

    • Private Placement Memorandum (PPM) drafted to your deal
    • Subscription agreement + investor questionnaire
    • Form D federal filing + state blue sky notices
    • Accredited investor verification workflow (VerifyInvestor / Parallel Markets)
    • Investor data room (Files & Dataroom)
    • Family office outreach via our LP CRM
    • Pitch deck review + investor-facing webinar setup
    • Closing checklist + cap table setup

    How it works

    1. 1

      Strategy call (30 min)

      We confirm 506(c) is the right exemption, scope the raise size, and identify your target LP profile.

    2. 2

      Document drafting (Week 1–2)

      PPM, sub docs, and operating agreement drafted by securities counsel network. Form D filed.

    3. 3

      Accredited workflow live (Week 2)

      VerifyInvestor integration so every LP is verified before they fund.

    4. 4

      Investor outreach (Week 3+)

      We source family offices and HNW investors from our CRM, run the outreach sequences, book the calls.

    5. 5

      Close & report (ongoing)

      Cap table, distribution waterfalls, and quarterly investor updates handled inside the platform.

    Best fit for

    • Real estate sponsors raising $1M–$50M for a single asset or fund
    • First-time fund managers launching a Reg D fund
    • M&A sponsors raising equity for a search fund or roll-up
    • Operators who want to publicly market the raise (LinkedIn, webinars, podcasts)

    Not a fit if

    • You want to accept non-accredited investors → use Reg CF instead
    • You're not willing to verify every investor's accreditation
    • You need a registered broker-dealer to solicit retail
    Real result

    $4.2M closed in 11 weeks

    Multifamily sponsor in Texas, 14 family office LPs, all verified accredited, zero broker-dealer involvement.

    Frequently asked questions

    506(b) prohibits general solicitation, no public ads, no LinkedIn posts about the deal, but allows up to 35 non-accredited sophisticated investors. 506(c) permits unlimited public marketing but requires every investor to be verified accredited (not just self-certified). If you've ever posted about a live deal on social media, you're in 506(c) whether you elected it or not.
    No, if you're the sponsor/issuer raising for your own deal. You only need a broker-dealer if you're being paid transaction-based compensation to solicit investors for someone else's offering. Our service is structured as flat advisory fees, not commissions, which is why we don't require a BD license.
    We integrate VerifyInvestor or Parallel Markets, both are SEC-recognized third-party verifiers. The investor uploads tax returns, brokerage statements, or a CPA letter, and gets a verification certificate that's valid for 90 days. You never touch their personal financial documents.
    Our flat-fee PPM is included in the Self-Serve ($3,339 one-time) and Flagship ($1,960/mo) plans. Turnaround is 10–14 business days for the first draft. À la carte legal-only PPMs typically run $8K–$25K from securities counsel and take 4–6 weeks.
    Our CRM contains verified family office and HNW LP contacts segmented by check size, asset class preference, and geography. We run AI-personalized outreach (LinkedIn, email, SMS) and book qualified investor calls directly into your calendar.
    Practically, $500K, below that the cost of legal docs and verification eats into proceeds. Sweet spot is $1M–$15M per offering. For larger raises ($25M+) we typically pair 506(c) with a feeder fund structure.

    Related services & guides

    Investment Funds (Fund Formation) Capital Raising Guide SEC Regulation Cheat Sheet Pricing Preferred Equity Buy a Business with M&A Capital

    Ready to start your raise?

    Book a strategy call. We'll tell you in 30 minutes whether this service fits your raise, and what it'll cost.

    Book a strategy call See pricing

    Raising the money to buy a business? Start with the 2026 guide or see how Raises.com structures and raises the capital.