Simultaneous Regulation D and Regulation S Offerings

If you are looking to have both U.S. and non-U.S. investors put money into your business, you can make use of the SEC’s Regulation D and Regulation S. 

The most ambitious crowdfunding offerings are made globally with online general solicitation. Today's most popular exemption, Regulation D's Rule 506(c), covers U.S. investors. Conversely, Regulation S covers non-U.S. investors. Launching two side-by-side offerings has compelling advantages. The same assets can be used in each offering. However, issuers must take care to treat each as distinct and separate offerings

Significantly, Rule 506(c) offerings can be directed to anyone! The accredited investor requirement only kicks in when the issuer takes someone's money, but even that requirement can be waived under some circumstances. Both Regulation D and Regulation S have important resale restrictions, some of which are state-specific. Please visit our LinkedIn discussion group, State Securities Regulation to learn more.

Call 415-320-5496 if you have questions. 

Practical tip: Before launching a dual offering, set up separate checking accounts and websites for each.

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