Rule 505 of Regulation D (reg d)
Rule 505 of Regulation D is an exemption for limited offers and sales of securities not exceeding $5,000,000.
The company can:
• Raise up to $5 million in a 12-month period;
• Security sales can be made to an unlimited number of accredited investor plus 35 additional investors;
• Disclosure documents, i.e. a private placement memorandum, must be delivered to all non-accredited investors;
• Must inform prospective purchasers that they will be receiving “restricted” securities. That is, the securities cannot be held for six months or longer without registering them;
• And more.
Rule 505 of offering memorandum - that generally are equivalent to those used in registered offerings.allows companies to determine what information to give to accredited investors as long as, of course, this does not violate anti-fraud prohibitions of U.S. securities laws. However, companies still must give non-accredited investors disclosure documents - such as an
Therefore, if a company provides information to accredited investors, it must make this information available to non-accredited investors as well. The company must also be available to answer questions by prospective purchasers of the securities.
private placement memorandums..net creates 505
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