Guides
Securities Offerings: Questions and Answers for Issuers
About these guides
Raising money from investors is regulated even when the deal is small. Each page below answers one question about how an exempt offering works and where issuers go wrong.
Rule 506(b) vs 506(c): Which Exemption Fits?
Rule 506(b) allows up to 35 non-accredited investors but no advertising. Rule 506(c) allows advertising but only verified accredited investors. How to choose.
Who Is an Accredited Investor?
The SEC definition of an accredited investor: income and net worth tests, professional licenses, entity tests and the knowledgeable employee category.
How Form D Works
Form D is the notice an issuer files with the SEC after the first sale in a Regulation D offering. What it contains, the 15-day deadline and common mistakes.
Texas State Notice Filing for Reg D Offerings
Even in a federal Rule 506 offering, Texas expects a notice filing for sales to Texas residents. What to file, where and why other states may apply too.
General Solicitation: What Is Allowed in a Private Offering
What counts as general solicitation under Rule 502(c), what does not, and the safe harbors for demo days and pre-existing relationships.
Rule 506(d) Bad Actor Disqualification
Rule 506(d) bars Regulation D offerings after a disqualifying event. What triggers it, the reasonable care defense and waivers.
Verifying Accredited Investor Status Under 506(c)
Rule 506(c) requires reasonable steps to verify each investor. The safe harbors, third-party letters and the 2025 minimum investment approach.
Is My Real Estate Syndication a Security?
Most syndications are securities under the Howey test. When investors rely on the sponsor, and when a true joint venture may not be a security.
Regulation Crowdfunding for Issuers
Regulation Crowdfunding lets a company raise up to $5 million in 12 months through a registered portal. Limits, financials and who cannot use it.
Regulation A for Issuers
Regulation A offerings let a company raise up to $75 million from the public after SEC qualification. Tier 1 vs Tier 2, investor limits and ongoing reporting.
Rule 504 Offerings
Rule 504 allows raises up to $10 million in 12 months with no investor qualification requirement but needs state compliance. When it works and its limits.
Intrastate Offering Exemption in Texas
Section 3(a)(11) and Rules 147 and 147A let a business raise money only from residents of one state. The 80 percent tests, Texas rules and common traps.
Offering Integration Rules
When two securities offerings are treated as one. The Rule 152 framework, the 30-day safe harbor and how sponsors running several deals avoid problems.
Rule 10b-5 and Offering Disclosure
Anti-fraud rules apply to every securities offering, exempt or not. What Rule 10b-5 and the Texas Securities Act require, and how to reduce liability.
Finders and Unregistered Broker Risk
Paying a commission for investor introductions can make someone an unregistered broker. The risks for issuers, rescission exposure and safer options.
Restricted Securities and Rule 144 Resale
Securities bought in a private offering are restricted. Holding periods, legends, the Rule 144 conditions and how transfer limits in fund documents also apply.
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This page is for general informational purposes and does not constitute legal advice. Anchor Legacy Planning is not a law firm; legal work is performed by independent, licensed attorneys. Anchor Legacy Planning does not offer, sell, or solicit investments and does not give investment advice.