Regulation D (Reg D)
SEC regulation providing exemptions from registration for private placements, allowing companies to raise capital from accredited investors without a public offering.
Full Definition
Regulation D provides three exemption rules (504, 506(b), and 506(c)) for private securities offerings. Rule 506(b) allows unlimited capital raises from up to 35 non-accredited investors (with restrictions) and unlimited accredited investors, but prohibits general solicitation. Rule 506(c) permits general solicitation but requires all investors to be verified accredited investors. Most tokenized security offerings use 506(c) due to the public nature of blockchain.
Why It Matters
Reg D 506(c) is the workhorse of compliant token offerings in the US. It allows you to market publicly—essential for blockchain projects—but requires verifying that every investor is accredited.
Sails.to structures all US-facing offerings under 506(c), combined with Reg S for international investors. This dual structure lets issuers market globally while maintaining full SEC compliance.
Related Terms
Launch a compliant US offering
Reg D 506(c) with full accreditation verification.
Start Your Offering