Choosing Between Regulation D Rule 506b and 506c for Your Syndication - podcast episode cover

Choosing Between Regulation D Rule 506b and 506c for Your Syndication

Sep 04, 20235 minEp. 60
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Episode description

Ever wondered about the difference between Regulation D Rule 506b and Rule 506c offers? This piece delves into the key distinctions and how to choose between the two. Both rules allow for raising unlimited funds from an unlimited number of accredited investors. However, the key difference lies in the allowance of non-accredited investors and the ability to advertise. Rule 506b allows for a maximum of 35 non-accredited investors in any 90-day period, while Rule 506c does not permit any non-accredited investors. As for advertising, the latter allows it, while the former does not. You’re required to have a substantive relationship with all investors under Rule 506b, while under Rule 506c, every investor must be third-party verified as an accredited investor. The choice really hinges on where your investors are coming from. If you have a substantial network of potential investors, Rule 506b might be the best choice. If you need to advertise to attract investors, Rule 506c could be more suitable. This piece offers a deeper understanding of these regulations, helping you make an informed decision on which rule to choose for your fundraising needs.

Read more about Reg D Rule 506b - Rule 506b of Reg D: Non-Accredited Investors & No Solicitation: https://www.moschettilaw.com/rule-506b-of-reg-d/

Read more about Reg D Rule 506c - Rule 506c of Reg D – Solicitation & No Non-Accredited Investors: https://www.moschettilaw.com/rule-506c-of-reg-d/

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Transcript

How do you choose between doing a Regulation D rule 506b offer versus a Regulation D rule 506. C offer? Let's explore the differences and why you choose one over the other? Probably the question I hear more than any other is how do I choose between a Regulation D rule 506b offer and doing a Regulation D rule 506c offer? Those two are different? How do

I do it? And so let's talk about the differences. Regulation D rule 506b says you can raise an unlimited amount of money from an unlimited amount of accredited investors, just like Regulation D rule 506c, unlimited amount of money, unlimited amount of accredited investors, there's one difference between the two of them. And it comes in two different choices. You've got to choose either from taking

accredited non accredited investors. So you may have up to 35 in any 90 day period, non accredited investors under Rule 506b, you don't get that choice at all, under Rule 506c, you cannot have any non accredited investors in rule 506.c. So why wouldn't you just choose a rule 506c? Well, it's simple. Because under Rule 506c, you can advertise, see, under Rule 506b, you need to have a significant relationship with everybody that you wouldn't have as an investor. Because if you didn't

advertise to them, how did you get the money? Right? That's the question that has to be answered. And it's answered kind of in the negative, right? Because you don't know. Well, if if you didn't advertise? How could How could you get the money? So that's why you have to have a relationship, otherwise, there's no way you would have ever found them to invest. So the choice between there? So the real question, when I get asked, well, how do I choose? Which one? The answer is simple? Where

do you think your investors are coming from? Do you know a lot of people who can invest in your property, and you've talked with them and kind of gotten a gauge of that, oh, there's no problem, I can raise $5 million from this group of people. Now, it's not just friends and family, like friends, like your best friends that you'd go drinking with. It's really that you ever relate a substantive relationship, such that your investors feel like

they can pick up the phone and ask you a question. And you feel like you have a general understanding of the their level of sophistication. So that's the definition of knowledge. But so you've got a pretty big sphere, if you think about all the people that you know, you may have a pretty big fear, and it may be possible for you to raise all that 5 million. And if it is rule 506b is probably the best choice, because you don't have to go through an additional step that is under Rule 506c. And

that's verification that they are in fact accredited. You see, when you choose rule 506c, you get all the benefits of getting to advertise. But you can't make the mistake of assuming that somebody is coming into the investment, just because you think they might be an accredited investor. And they said that they're an accredited investor, you actually need a third party to raise their hand and said, I know this person. And yes, they are indeed an accredited investor, I put my

license on the line to say that's true. So those people are the accredited investors under Rule 506c, they have to be verified. That's why what I say it's just easier to do a 506b if you actually already have that relationship, because they're, whether they're whether they're an accredited investor or not. It's really up to their self selection. You just need to have a good faith belief that they are in fact probably a good an

accredited investor. If they say they are. So 506b five succeed, look at your network and decide well, where are these people coming from? Are they coming from there? Or am I really going to need to advertise to meet have people invest with me who I just don't know yet. And those people eventually then you will know and you can include them as part of a 506b. So I hope that helps. My name is Tilden Moschetti. I am a syndication

attorney with this Moschetti syndication Law Group. We focus exclusively on Regulation D rule 506b and 506c offerings.

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