Regulation D

Definition:

An SEC regulation under the Securities Act that details the Safe Harbors from SEC registration for Private Placements. Regulation D includes three rules (Rules 504, 505 and 506) that provide exemptions from the registration requirements, allowing some companies to offer and sell their securities without having to register the securities with the SEC.

Pursuant to Section 3(b) of the Securities Act, Rules 504 and 505 exempt certain offerings up to US$1 million and US$5 million, respectively, and are designed to facilitate capital-raising for smaller businesses.

Pursuant to Section 4(a)(2) of the Securities Act, Rule 506 exempts certain offerings without, however, placing a cap on the amount raised, thus making it attractive to larger companies. In July 2013, the SEC adopted amendments under the JOBS Act to Rule 506 and Form D.

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