Regulation D Exempt Filings Securities


Regulation D is a set of rules promulgated by the U.S. Securities and Exchange Commission (SEC) pursuant to the federal Securities Act of 1933, which provides exemptions from federal securities registration for certain offers and sales of securities. Under Regulation D, three registration exemptions are contained in Rules 504, 505, and 506. Similar exemptions under the Illinois Securities Law of 1953 are Section 4.G, Section 4.D, and Section 2a, respectively.

All sales of securities are subject to the antifraud provisions of the securities laws. Any information provided to investors must be free from false or misleading statements and information should not be omitted if, as a result of the omission, the information provided to investors will be false or misleading.

An issuer must inform potential investors of any resale restrictions.

Felons and other "bad actors" are disqualified from involvement in Regulation D offerings. Issuers are required to determine whether the issuer or any of its covered persons has had a disqualifying event.

An issuer cannot advertise or attempt general solicitation of investors under these exemptions, except pursuant to Rule 506(c).

The SEC requires Form D filings be made electronically. The Illinois Securities Department will accept a paper copy of the electronic Form D that was filed with the SEC. Only a Form D for a Rule 506 offering can be submitted to the Illinois Securities Department electronically via the Electronic Filing Depository (EFD). For more information regarding the SEC's Form D electronic filing process, please visit the SEC's website. For more information regarding electronically filing a Form D for a Rule 506 offering with the Illinois Securities Department, please visit the EFD website.

Regulation D Rule 504 – Limited Offering Exemption

Regulation D Rule 505 – Uniform Limited Offering Exemption (ULOE)

Regulation D Rule 506(b) – Notification Filing

Regulation D Rule 506(c) – Notification Filing

The Secretary of State, Illinois Securities Department or their information providers shall not be liable regardless of the cause or duration, for any errors, inaccuracies, omissions or untimeliness of the information, or for any delay or interruption in the transmission thereof to the user, or for any claims or losses arising therefrom.