Rule 500: Use of Regulation D
Rule 500 sets the ground rules for every Regulation D offering. It explains what Regulation D does and what it doesn’t do.
Last reviewed November 2026
Antifraud rules still apply
Regulation D exempts offerings from registration, not from the antifraud and civil liability provisions of the securities laws. Issuers must disclose any further material information needed to keep what they tell investors from being misleading, which is the job of a private placement memorandum.
State law still applies
Complying with Regulation D doesn’t satisfy state securities laws. Regulation D was designed to work alongside state rules, so check each state’s requirements for notice filings, registration of people paid to sell, and state disqualifications. Read about Blue Sky laws.
Other exemptions remain available
Regulation D isn’t the only way to sell without registration. An issuer that falls short of a Regulation D condition may still rely on another exemption, such as Section 4(a)(2). Failing to meet every condition of Rule 506(b) doesn’t by itself mean Section 4(a)(2) is unavailable.
Only issuers can use it
Regulation D covers offers and sales by the issuer. Affiliates and other people reselling the issuer’s securities can’t use it, and the exemption applies to the transaction, not to the securities themselves. Resales need their own exemption, such as Rule 144.
Business combinations
Regulation D can be used for business combinations, including those that involve sales covered by Rule 145(a).
No schemes to evade registration
Regulation D isn’t available for a transaction, or a chain of transactions, that complies on its face but is part of a plan to evade registration. In that case, registration is required.
Offers outside the United States
Offers and sales made outside the United States under Regulation S don’t need registration. Those purchasers don’t count toward Regulation D’s purchaser limits, and their proceeds don’t count toward its dollar limits.
Capital raising made easy.
Pick a template and a kit. Every kit includes the PPM, subscription agreement, investor questionnaire and state legends, and we file your Form D and Blue Sky notices.