Reg D Rule 504

Rule 504 of Regulation D – Small Offerings Exemption

What is Rule 504?

Rule 504 of Regulation D allows companies to raise up to $10 million in any 12-month period through the sale of securities without registering with the SEC. This rule is designed for startups and small businesses seeking early-stage funding.

Key Features:

• Capital limit: $10 million in 12 months

• Investors: No limit on the number or accreditation status

• Solicitation: Generally prohibited unless offering is registered in states or under specific conditions

• Disclosure: Less stringent compared to Rule 506

• Filing Requirement: Form D with SEC + Blue Sky filings in each applicable state

Who Uses Rule 504?

• Early-stage companies

• Real estate syndicates

• Small private placements with regional investors