Reg D Rule 506(c)
Rule 506(c) is the Regulation D exemption that lets an issuer advertise a private offering publicly, but every investor must be accredited and the issuer must take reasonable steps to verify that accreditation.
Rule 506(c) is the Regulation D exemption that lets a company publicly advertise a private offering. It was created by the JOBS Act and became available in 2013, and it is the natural fit for tokenized deals that market through a website or social channels.
The trade-off for being allowed to advertise is stricter investor rules:
- General solicitation is permitted. You can market the raise publicly - a landing page, email campaign, conference talk, or press.
- Every investor must be accredited. Unlike Rule 506(b), there is no room for non-accredited investors at all.
- You must verify accreditation. Self-certification is not enough. The issuer must take "reasonable steps" to verify each investor is accredited - see accreditation verification - typically by reviewing income or net-worth documents or obtaining a letter from a CPA, attorney, broker-dealer, or registered investment adviser.
For a public-facing token offering, 506(c) is usually the only Reg D path that works, because putting the deal on the open internet is general solicitation. The cost is a real verification workflow at onboarding, often handled by a third-party service that issues an accreditation letter.
The securities remain restricted, and the issuer still files a Form D, generally within 15 days of the first sale. Whether your verification steps are "reasonable" is judged on the facts.
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.
- Combining Reg D + Reg S in One Offering
Combining Reg D and Reg S in one offering - how issuers run parallel US and offshore tranches to reach accredited US and non-US investors, and the rules to respect.
- 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.
- 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.
- Reg D 506(c) for Security Token Offerings
Reg D 506(c) for security token offerings - raise unlimited capital from accredited investors with public marketing, provided you verify accreditation.
Educational content, not financial or legal advice.