Regulation D 506(c)
Advertise your raise publicly and accept unlimited capital from accredited investors with verification built into the flow.
What You Get
- ✓General solicitation permitted — market the deal anywhere
- ✓Unlimited raise amount
- ✓Accreditation verification workflow built in
- ✓Faster close with integrated eSign and payments
Built Into Every Deal
Flat-fee engagement. Directly Listed charges a flat platform fee plus an equity grant at signing — quoted individually for every deal. No percentage-of-raise surprises.
eSignature execution. Subscription agreements and engagement letters are executed through Adobe Acrobat Sign with full audit trails.
Payments. Investors fund by card for amounts under $5,000 (processed by Braintree, a PayPal service) and by wire or ACH above that.
Issuer-exemption model. Directly Listed is a technology platform; offerings are conducted by issuers in reliance on their own exemptions, with compliance workflows — accreditation, investor limits, KYC — built into the software.
Flat Fee Disclosure
Our SEC-licensed attorneys, consultants, and listing advisors are all paid out of the flat fee we charge. There are no separate legal bills—only third-party costs, such as legal opinions, valuation reports, audits, transfer agent and DTC fees, exchange application fees, and any annual exchange fees.
The flat fee is determined by the scope of services provided and your company's stage, along with an equity grant that is likewise set according to your startup's stage and needs. Every deal is quoted individually.
Understanding Rule 506(c)
Rule 506(c) is a Regulation D safe harbor that lets issuers publicly solicit and advertise a private placement and raise an unlimited amount — provided every purchaser is an accredited investor and the issuer takes reasonable steps to verify that status. Purchasers receive restricted securities, and the issuer files Form D within 15 days after the first sale.
At a glance
- ✓General solicitation and advertising permitted
- ✓Unlimited raise amount
- ✓All purchasers must be accredited — with verification
- ✓Securities are restricted under Rule 144
- ✓Bad-actor checks and state notice filings required
- ✓File Form D within 15 days of the first sale
What “reasonable steps to verify” means
The standard is principles-based. The SEC lists non-exclusive methods — reviewing tax returns or bank and brokerage statements, or obtaining written confirmation from attorneys, CPAs, or registered investment advisers — but issuers may adopt other procedures suited to the offering. Recent SEC guidance (a March 12, 2025 no-action letter and updated C&DIs) confirms that pairing investor self-certification with meaningful objective indicators — such as a high minimum investment plus corroborating documentation — can satisfy verification, easing the administrative burden.
Key legal and practical implications
Accredited-investor thresholds (individual income and net worth, and certain institutional criteria) remain central. Securities are typically restricted and cannot be freely resold without registration or an exemption. Bad-actor disqualification is mandatory and can void the exemption. And while Rule 506(c) preempts state registration, many states still require notice filings and fees.
Practical checklist for issuers
- ✓ Design a verification policy matched to offering size and minimum investment
- ✓ Collect and retain documentation and contemporaneous records of verification
- ✓ Run bad-actor due diligence on principals and placement agents
- ✓ File Form D within 15 days of first sale and complete required state notices
- ✓ Consider third-party verification providers or counsel to reduce risk
This summary is provided for general information only and is not legal, tax, or investment advice. Offerings are conducted by issuers in reliance on their own exemptions; confirm current requirements with qualified counsel.