Rules and Startups

What rules let startups legally take my money (Reg D, Reg CF, etc.)?

Most venture‑style rounds rely on Securities Act exemptions:
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● Reg D 506(b): private offering, no general solicitation; unlimited accredited investors plus up to 35 sophisticated non‑accredited investors (with additional disclosures). Issuer files Form D after first sale.
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● Reg D 506(c): general solicitation allowed; sales only to verified accredited investors; also file Form D.
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● Reg CF: anyone can invest via SEC‑registered intermediaries; issuers can raise up to $5M in 12 months; resale is restricted for 1 year; investment limits apply to non‑accredited investors.

● Reg A (Tier 2): “mini public” offering up to $75M with ongoing reporting.


These are federal rules; states also have “Blue Sky” requirements. Companies typically rely on counsel/platforms to stay compliant. As an investor, your action items: understand which exemption a round uses; confirm issuer filings (Form D for Reg D; Form C for Reg CF); and keep your own documentation.

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