Regulation D
Regulation D is a set of SEC exemptions - most importantly Rules 506(b) and 506(c) - that let a company raise capital privately without registering the offering, subject to conditions and a Form D notice filing.
Regulation D (Reg D) is the set of SEC rules under the Securities Act of 1933 that lets a company raise money privately without registering the offering. It is the workhorse exemption for US startups, funds, and nearly every tokenized real-world-asset raise aimed at US investors.
Reg D contains a few rules, but two matter in practice:
- Rule 506(b): no public advertising, unlimited accredited investors plus up to 35 sophisticated non-accredited investors, and investors may self-certify their status.
- Rule 506(c): public advertising is allowed, but every investor must be accredited and the issuer must take reasonable steps to verify it.
Both offer a federal preemption of state registration, which is a big part of why they dominate. The trade-off is that securities sold under Reg D are "restricted" - they carry resale limits and are not freely tradable.
A Reg D offering is not registered, but it is not invisible: the issuer must file a Form D notice with the SEC, generally within 15 days of the first sale, and usually make parallel state "blue sky" notice filings.
For a tokenized deal, Reg D is the legal wrapper under which the token is sold; the blockchain just records who holds the restricted security. Which rule to use - and whether you qualify - is fact-dependent.
Source: U.S. SEC (sec.gov), as of 2026.
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Educational content, not financial or legal advice.