What is a Regulation D offering?

A Regulation D offering is the set of documents, prepared by a securities attorney, that describes an investment opportunity: what the money is invested in, who is involved in management, how the investment is meant to generate profit, how investors and management each earn money, and what has to happen before investors get their original capital back.

What is the difference between Rule 506(b) and Rule 506(c)?

Rule 506(b) allows a sponsor to raise money from sophisticated family and friends but not to advertise. Rule 506(c) allows advertising but limits the offering to accredited investors.

Why does raising capital require a Regulation D offering?

Regulation D is an exemption from SEC registration, so capital can be raised without regulatory approval. Raising money outside an exemption exposes a sponsor to regulatory enforcement actions or investor lawsuits, and potentially to fines or a bar from raising money again.

Securities attorneys

Syndication Attorneys

Syndication Attorneys, PLLC is a boutique corporate securities law firm in St. Augustine, Florida that helps real estate and business sponsors raise private capital, serving clients nationwide under federal securities law.

Offerings prepared include Regulation D Rule 506(b) and 506(c), Regulation CF, Regulation A+ and Regulation S, structured as syndications, blind-pool funds, funds-of-funds, series LLCs and flexible funds. Offerings are sold as customised lump-sum packages that include a private placement memorandum, subscription and operating agreements, Form D and blue sky filings and unlimited communications. The firm also forms entities, drafts LLC operating agreements, limited partnership agreements, joint venture and sponsor agreements, tenant-in-common agreements for 1031 exchanges and promissory notes, sets up state investment adviser registration for fund-of-fund managers, and reviews advertising compliance.

A separate investor marketing materials division produces property packages and offering memorandums, executive summaries, investment summaries for funds and blind pools, website lead magnets, educational presentations and trade show artwork. Education runs through a pre-offering program with attorney-led masterminds, two books, and the Raise Capital Legally podcast and YouTube channel. The firm reports $4B+ in offerings, 200+ five-star reviews and 10+ years in business, and describes a nationwide network of attorneys plus international tax advisers, law clerks, paralegals, technical writers and graphic designers.

Fees are described as reasonably priced lump sums but no figures are published, and consultations are offered free. The firm's stated scope is federal securities work for clients nationwide rather than local counsel in any one state.

Best for

Real estate sponsors and fund managers raising private capital who want a lump-sum offering package, from a first $1M deal up to a first $100M fund, rather than hourly deal-by-deal counsel.

What they do

Regulation D Rule 506(b) and 506(c) offerings
Regulation CF and Regulation A+ offerings
Regulation S offerings for international investors
Private placement memorandums
Fund and blind-pool formation
Entity formation and operating agreements
Joint venture and tenant-in-common agreements
SEC and blue sky notice filings
Investor marketing materials
State investment adviser setup for fund-of-fund managers

Details

Attribute	Value
How they charge	Syndication and fund offerings are sold as customised lump-sum packages that include Form D and blue sky filings; amounts are not published.

What stands out

Reports $4B+ in offerings prepared.
Shows 200+ five-star reviews and 10+ years in business.
Publishes two Amazon best-selling books and the Raise Capital Legally podcast.
Offerings are quoted as lump-sum packages that include Form D and blue sky filings.

Common questions

What is a Regulation D offering?: A Regulation D offering is the set of documents, prepared by a securities attorney, that describes an investment opportunity: what the money is invested in, who is involved in management, how the investment is meant to generate profit, how investors and management each earn money, and what has to happen before investors get their original capital back.
What is the difference between Rule 506(b) and Rule 506(c)?: Rule 506(b) allows a sponsor to raise money from sophisticated family and friends but not to advertise. Rule 506(c) allows advertising but limits the offering to accredited investors.
Why does raising capital require a Regulation D offering?: Regulation D is an exemption from SEC registration, so capital can be raised without regulatory approval. Raising money outside an exemption exposes a sponsor to regulatory enforcement actions or investor lawsuits, and potentially to fines or a bar from raising money again.