Rule 504 and Rule 506 of Regulation D Basic Components Checklist

Summary

Note: On March 12, 2025, the Securities and Exchange Commission (SEC) issued a no-action letter providing new guidance on verifying Accredited Investor (Securities & Capital Markets Glossary) status under Rule 506(c) of Regulation D. This guidance significantly eases the verification burden for issuers conducting private securities offerings using general advertising and solicitation. Issuers can now rely on investor self-certification for accredited investor status when certain minimum investment thresholds are met. The SEC also released new Questions 256.35 and 256.36 of the Securities Act Rules Compliance and Disclosure Interpretations providing further guidance on investor verification. For more information, see No Action Letter: Latham & Watkins (March 12, 2025) – Re: Request for Rule 506(c) Interpretative Guidance (Incoming letter dated March 6, 2025).