Regulation D under the Securities Act of 1933
SEC safe harbors under which issuers can offer and sell securities without full registration. Hedge funds typically rely on Rule 506(b) (no general solicitation; up to 35 non-accredited investors) or 506(c) (general solicitation permitted; only verified accredited investors).
Details
- short name: Reg D
- aliases: Regulation D, Rule 506
- jurisdiction: US
- regulator: SEC
- kind: regulation
- effective date: 1982-04-15
- summary: SEC safe harbors under which issuers can offer and sell securities without full registration. Hedge funds typically rely on Rule 506(b) (no general solicitation; up to 35 non-accredited investors) or 506(c) (general solicitation permitted; only verified accredited investors).
- scope: Private offerings of securities by U.S. issuers and certain foreign issuers.
- applies to: private fund managers, private placement issuers
- related regulations: securities-act-1933, investment-advisers-act-1940, investment-company-act-1940
- related terms: accredited-investor, form-d, private-placement, general-solicitation
- official text url: https://www.ecfr.gov/current/title-17/chapter-II/part-230#sp17.3.230.e
- history: Adopted by the SEC in 1982 to consolidate prior private-offering exemptions. Materially amended in 2013 (JOBS Act 506(c) general solicitation), 2017 (state preemption clarifications), and 2020 (verification reforms).