Regulation D Rule 506(c) pairs broader communication flexibility with a strict accredited-only investor base and formal verification—not a substitute for reading your subscription packet or completing the issuer’s verification process.
At a glance
- 506(c) posture: General solicitation and general advertising are permitted, subject to SEC rules and a compliant offering process; how you market must still align with antifraud principles and your counsel-approved strategy.
- Accredited investors only: Unlike Rule 506(b), Rule 506(c) does not allow sales to sophisticated non-accredited investors—every purchaser must qualify as accredited under Rule 501 (confirm current text with counsel).
- Verification: Reasonable steps to verify accreditation are required; practices vary by issuer (third-party letters, tax forms, broker-dealer checks). Website self-certification alone is not the whole story.
- Disclosure: Investors receive offering materials (e.g., PPM, OA) appropriate to the deal— website summaries never replace those files.
- Your next step: Definitions and verification themes are detailed in accredited investor requirements.
Typical 506(c) expectations
- Accredited purchasers only: All investors in the offering must meet accredited investor standards; there is no “up to 35 sophisticated” path used under 506(b).
- Verification: Issuers take reasonable steps to verify accredited status before sale—your subscription process will describe what documents or methods apply.
- Disclosure: Investors receive offering documents (e.g., PPM, subscription agreement) appropriate to the deal.
How Stoneforge positions offerings
We describe our approach on investment structure and legal. No website content replaces subscription agreements or regulatory filings applicable to a given raise.
Verification
Accredited status is verified through the subscription process for each offering. This page does not constitute verification.
Education, solicitation, and definitive documents
Stoneforge may use educational website content and broader investor outreach consistent with Rule 506(c), subject to applicable rules and counsel-approved materials. Philosophy and process articles are not a substitute for receiving and reviewing an offering’s definitive documents. If you are evaluating whether communications comply with securities law, that analysis belongs with qualified securities counsel—not inferred from a resource article.
Practical checklist before you subscribe
- Receive and read the full PPM, operating agreement, and subscription agreement for the specific offering.
- Complete accredited investor verification through the issuer’s designated process.
- Discuss suitability, concentration, and illiquidity with your financial and tax advisors.
- Cross-reference risk factors with investment structure and firm-level disclosures on legal.
Contact | Accredited investor article | Legal & compliance
Securities laws change; this page may become outdated. Consult counsel for any investment decision.