General solicitation
General solicitation is public advertising or marketing of a securities offering - through websites, social media, press, or public events - which is banned under Reg D Rule 506(b) but permitted under Rule 506(c) if every investor's accreditation is verified.
General solicitation means advertising or publicly marketing a securities offering to people with whom the issuer has no prior relationship. It includes websites, social media, mass emails, press articles, public seminars, and cold outreach - essentially any effort to reach the market at large.
The concept matters because it draws the line between the two main Regulation D exemptions:
- Under Rule 506(b), general solicitation is banned. You may only offer the deal to investors you already know through a pre-existing, substantive relationship. This is also true of a traditional private placement.
- Under Rule 506(c), general solicitation is allowed - but in exchange, every investor must be accredited and the issuer must complete accreditation verification.
This distinction trips up token issuers more than almost anything else. A public token sale page, a Discord announcement, or a Twitter/X thread promoting the raise is general solicitation. If you are relying on 506(b), that single public post can blow the exemption. If you want to market openly, you must structure the deal as 506(c) (or use Reg A+/Reg CF) and verify accreditation.
Whether a particular communication is general solicitation is a facts-and-circumstances judgment, so the safe path is to decide the exemption first and build the marketing around it.
Source: U.S. SEC (sec.gov), as of 2026.
Mentioned in
- Accredited-Investor Verification Under 506(c)
Accredited-investor verification under Reg D 506(c) - the reasonable-steps standard, what documents count, how to use a third-party verifier, and records to keep.
- Do You Need a Broker-Dealer to Tokenize?
Do you need a broker-dealer to tokenize an asset? Sometimes - it depends on how you sell. Here's when a broker-dealer is required and when you can self-issue.
- How to Find Investors for a Tokenized Raise
How to find investors for a tokenized raise - the channels that work for accredited and institutional buyers, and how to market within your exemption's rules.
- Can You Use General Solicitation With Tokens?
Can you use general solicitation with a token offering? Only under certain exemptions - 506(c), Reg A+, or Reg CF. Here's what counts as solicitation and the risks.
- Go-to-Market for a Compliant Token Offering
Go-to-market for a compliant token offering - how to reach investors, run marketing within the rules of your exemption, and plan for secondary liquidity.
- Reg D 506(b) vs 506(c) for Tokenized Offerings
Reg D 506(b) vs 506(c) for tokenized offerings - quiet raises allowing some non-accredited investors, versus public marketing to verified accredited ones.
Educational content, not financial or legal advice.