Can You Do General Solicitation Under Reg D?

Yes, but usually only under Rule 506(c). Under Regulation D, Rule 506(b) generally prohibits general solicitation, while Rule 506(c) allows public marketing if every purchaser is an accredited investor and the issuer takes reasonable steps to verify that status.

If you want to publicly say “we’re raising,” run ads, email a broad list, or speak openly about the terms of the round, you are usually talking about 506(c), not 506(b).

Rule 506(c) lets you market publicly. Rule 506(b) generally does not.

506(b) vs. 506(c): the short answer

Topic	Rule 506(b)	Rule 506(c)
General solicitation / public advertising	Generally prohibited	Permitted
Who can invest	Accredited investors, plus up to 35 non-accredited investors if they meet sophistication requirements and other conditions are satisfied	Only accredited investors
Accredited investor verification	No 506(c)-style verification requirement; issuers often rely on investor representations, subject to the facts	Issuer must take reasonable steps to verify accredited status
Typical fit	Quiet, relationship-driven private placements	Rounds that need public reach
Common failure mode	Accidentally engaging in general solicitation	Accepting a non-accredited investor or failing to verify properly

What “general solicitation” means in practice

General solicitation usually means public-facing communications intended to generate investor interest in a securities offering. There is no simple rule that “tweet = solicitation” and “DM = not solicitation.” The analysis is factual and depends on the content, audience, timing, and context of the communication.

In plain English, the question is whether you are publicly offering securities or conditioning the market for the offering, especially with people you do not already know in a substantive way.

Examples that are often treated as general solicitation, depending on the facts, include:

• Public social posts saying you are raising money or describing the terms of the round
• Paid ads aimed at potential investors
• Mass emails to people with whom you do not have a pre-existing, substantive relationship
• Public webinars, podcasts, conference talks, or pitch events that invite investment
• A public deck, public data room, or public landing page with deal terms or instructions on how to invest

You can talk about your company publicly. The risk starts when the message becomes an offer of securities, or when it is designed to drum up investors for a 506(b) round.

Talking about your business is not the same thing as offering securities, but the line can move fast once you discuss the raise.

There are also limited SEC safe harbors for some communications, including certain demo day events, but those safe harbors are specific. Do not assume every public pitch is automatically safe.

Rule 506(c): yes, public fundraising is allowed

Rule 506(c) was created to allow issuers to use general solicitation and general advertising. That is the exemption founders usually mean when they ask whether they can “market the round.”

Two conditions matter most:

• Every purchaser must be an accredited investor
• The issuer must take reasonable steps to verify that accredited status

The verification requirement is the key difference. Under 506(c), a simple checkbox or bare investor representation is generally not enough by itself. The issuer has to do more.

What counts as “reasonable steps” depends on the facts, including the type of investor, the type of accredited investor claim being made, the information available to the issuer, and the nature of the offering. SEC rules also include non-exclusive verification methods for natural persons, such as reviewing specified income or net worth documents or obtaining written confirmation from certain third parties.

Verification is one of the main operational tradeoffs of 506(c). Public marketing becomes easier; investor onboarding often becomes more sensitive.

506(c) lets you speak publicly, but it makes you verify privately.

Rule 506(b): generally no public advertising

Rule 506(b) is the traditional private placement path. In most cases, you cannot use general solicitation or general advertising for a 506(b) offering.

That is why 506(b) rounds are usually raised through a tighter, more controlled process, such as:

• Direct outreach to people the founders already know
• Introductions from existing investors, advisors, or other trusted contacts
• Conversations with investors where a pre-existing, substantive relationship existed before offering materials were shared

“Pre-existing, substantive relationship” is not a magic phrase. It is a facts-and-circumstances concept. The relationship generally needs to exist before the offering, and it needs to involve enough interaction for you, or someone properly acting on your behalf, to evaluate the investor’s financial circumstances and sophistication.

A recent LinkedIn connection, a cold inbound DM, or a quick call right before sending a deck is usually not what people mean by a substantive relationship.

A public raise and a 506(b) exemption usually do not mix.

Rule 506(b) can be more flexible on investor eligibility because it may include up to 35 non-accredited investors if the rule’s conditions are met. But that flexibility comes with stricter discipline on how the offering is conducted and, if non-accredited investors participate, additional disclosure obligations.

How founders usually choose between 506(b) and 506(c)

The practical decision is usually simple:

• Choose 506(c) if you need public reach
• Choose 506(b) if you can keep the raise private

506(c) usually makes sense when

• You want to post publicly that you are raising
• You expect to use social media, newsletters, podcasts, events, or paid ads to find investors
• You are comfortable limiting purchasers to accredited investors
• You are prepared for a real accreditation verification process

506(b) usually makes sense when

• You are raising through your existing network and warm introductions
• You want the option to include a limited number of non-accredited investors, subject to the rule’s conditions
• You want to avoid the verification burden that comes with 506(c)
• You can keep communications tightly controlled and non-public

Rule of thumb

If you already know you want to announce the raise publicly, start from 506(c). Trying to behave like a 506(c) offering while relying on 506(b) is one of the most common ways to create exemption risk.

The biggest mistake is choosing 506(b) on paper and 506(c) in behavior.

Examples: what you can say publicly, and when it backfires

Scenario 1: “We’re raising” on social media

If the offering is under 506(c), a public post that you are raising may be consistent with the exemption, assuming the rest of the 506(c) conditions are followed. If the offering is under 506(b), that same post can create a general solicitation problem.

Scenario 2: Demo day or conference pitch

Talking publicly about your product or business is often fine. The risk increases when the presentation shifts into offering securities, discussing deal terms, or telling the audience how to invest. Some demo day communications may fit SEC safe harbors, but many public pitches do not. Facts matter.

Scenario 3: Email blast to a large list

Under 506(c), broad outreach can be workable because general solicitation is allowed. Under 506(b), emailing a large list of people with whom you do not already have a substantive relationship is a classic way to trigger trouble.

Scenario 4: Public deck link or investor page

A public-facing deck or page that includes round terms, subscription instructions, or other offering details can look like a public securities offer. Founders often underestimate this risk, especially when they think they are “just sharing information.”

Can you combine Reg D with Reg CF?

Often, yes. A company may run a Regulation Crowdfunding offering while also raising under Rule 506(c). But those are separate exemptions with different marketing rules.

• Reg CF can include non-accredited investors, but the offering must be conducted through a registered intermediary, and off-platform marketing is tightly limited
• Rule 506(c) allows public marketing, but sales are limited to accredited investors and require verification

Parallel offerings can raise integration, timing, and messaging issues. The structure matters, and the right answer depends on the exact facts. This is usually a place to involve securities counsel early rather than after marketing has started.

Common mistakes

• Posting publicly about a 506(b) round and assuming it is still “private”
• Treating investor self-certification as enough for 506(c)
• Assuming any existing contact counts as a pre-existing, substantive relationship
• Sharing a public deck or page with offering terms without analyzing whether it is solicitation
• Running Reg CF and Reg D marketing as if the same rules apply to both
• Forgetting that Rule 506 offerings still have other compliance requirements beyond the solicitation question

Frequently asked questions

Can I post about my raise on social media?

Usually yes under 506(c), with proper accredited-investor verification for purchasers. Usually risky under 506(b) if the post could be seen as offering securities or inviting the public to invest. Under Reg CF, you can generally say that you are raising, but the content of those communications is limited and usually must direct people to the intermediary’s offering page.

What counts as a pre-existing, substantive relationship?

It is a facts-and-circumstances standard. Generally, the relationship must exist before the offering and involve enough interaction for you, or someone properly acting on your behalf, to evaluate the investor’s sophistication and financial circumstances. A cold intro or a quick follow right before sending the deck is usually not enough.

Is demo day automatically general solicitation?

No. Some demo day communications may fit specific SEC safe harbors. But many public pitch events do not. If the presentation includes offering terms or invites the audience to invest, the risk goes up quickly.

What if I accidentally do general solicitation while relying on 506(b)?

It can jeopardize your ability to rely on the 506(b) exemption for that offering and create rescission risk and other problems. Stop, preserve the facts, and talk to a securities lawyer immediately. The right response depends on what was said, where it was posted, who saw it, and what happened next.

Does 506(c) mean I can just ask investors to check a box saying they are accredited?

No. Under 506(c), the issuer must take reasonable steps to verify accredited status. A bare self-certification alone is generally not the standard.

Can I run a 506(c) offering and a Reg CF offering at the same time?

Often yes, but the combined marketing strategy needs to be planned carefully. The rules are different, and messaging for one offering can affect analysis of the other.

Are there still filing or compliance obligations if I use Rule 506?

Yes. The general solicitation question is only one part of the analysis. Rule 506 offerings commonly involve Form D and state notice filing considerations, bad-actor rules, and other compliance requirements. Public marketing does not remove those obligations.

Bottom line

If you want to publicly market your round under Reg D, you are usually looking at Rule 506(c), which means accredited investors only and a real verification process. If you want to rely on Rule 506(b), the safer assumption is that public fundraising marketing is off-limits and the round should be run as a genuinely private, relationship-driven offering.