Private Capital Insight / Regulation D
Rule 506(b) vs. Rule 506(c): Which Regulation D Structure Fits Your Private Raise?
For many private offerings, the practical choice is not simply whether to rely on Regulation D. It is whether the investor-acquisition strategy fits Rule 506(b) or Rule 506(c).
The difference affects whether the offering can be publicly promoted, who may ultimately purchase the securities and how accredited-investor status is handled.
At a glance
The practical differences
The table is a starting point for structuring the conversation—not a substitute for transaction-specific analysis.
| Consideration | Rule 506(b) | Rule 506(c) |
|---|---|---|
| General solicitation | Generally prohibited | Permitted |
| Accredited purchasers | Permitted | Required for all purchasers |
| Non-accredited purchasers | Limited circumstances | Not permitted |
| Accredited verification | Reasonable belief framework | Reasonable verification steps required |
| Public LinkedIn/podcast promotion of specific offering | Generally incompatible | Potentially permissible if requirements satisfied |
Choose deliberately