Every Rule 506 deadline, in one place.
A Rule 506 raise has four hard requirements: choose the right exemption, file Form D within 15 days of first sale, complete state notice filings, and verify every investor (for 506(c)). This reference guide covers each one — exemption choice, the full checklist, critical deadlines, and what records to keep.
506(b) or 506(c)?
The decision comes down to one question: do you want to publicly advertise? If yes, 506(c) is the only path — and verification is non-negotiable.
Private offering
Rule 506(b)
- No general solicitation
- Up to 35 non-accredited investors
- Self-certification acceptable
- Disclosure required for non-accredited
Public offering
Rule 506(c)
- General solicitation allowed
- Accredited investors only
- Verification required — no self-cert
- Audit trail must be retained
506(c) raise, end to end.
Walk through before you take a single dollar. The required items are non-negotiable.
Pre-offering
Prepare Form D information
Required
Choose your exemption: 506(b) vs 506(c)
Required
Complete bad actor checks for all covered persons
Required
Finalize offering documents (PPM, sub agreement)
Recommended
Review and sign subscription agreement templates
Recommended
During offering
Verify every investor as accredited (506(c))
Required
File Form D with SEC within 15 days of first sale
Required
Submit state notice filings (most states: 15 days)
Required
Maintain detailed verification records
Required
Post-offering
Amend Form D for material changes or annually
Recommended
Send investor confirmations and tax documents
Recommended
Archive all verification documentation
Required
The clock starts at first sale.
Calendar these the moment your first investor commits. Missing the critical ones can void your exemption and trigger rescission rights.
File Form D
Critical15 days after first sale
Filed electronically via SEC EDGAR. Missing this can void your exemption.
State notice filings
Critical15 days after first sale in each state
Varies by state — check NASAA for fees and forms.
Form D amendment
Annually or on material change
Required if the offering continues or key facts change.
Blue Sky renewals
Annually in most states
State-specific renewal cycles. Track per jurisdiction.
Record retention
CriticalMinimum 3 years, 6+ recommended
Covers rescission window and SEC examination period.
A note on Form D: file it through SEC EDGAR within 15 days of your first sale. The SEC treats this deadline as a bright line — late filings draw scrutiny and can affect future exemption availability.
Where to find the forms.
Don't download templates from random sites. Pull them from SEC EDGAR or your securities counsel.
Quick answers.
506(b) prohibits general solicitation and allows up to 35 non-accredited investors who can self-certify. 506(c) allows public advertising but requires every investor to be a verified accredited investor — no self-certification.
Related: SEC Rule 506(c) Compliance Guide for the rule itself, or ROI Calculator to model verification savings.
Handle Form D. Let us handle verification.
Two minutes per investor. $10 per check. Audit trail your counsel can stand behind.
Educational reference only. This guide is not legal advice and does not create an attorney-client relationship. Consult qualified securities counsel for your specific raise.