Raise in public with Rule 506(c).
Rule 506(c) lets you market a private offering to anyone, anywhere, as long as every investor who buys in is a verified accredited investor. Allocations puts the SPV, the verification, and the closing in one dashboard.
- Public marketing permitted
- No cap on raise size
- Accredited investors only
Public marketing for a private offering.
Rule 506(c) is an exemption under Regulation D. Since September 2013 it has let issuers advertise a private offering on websites, social media, podcasts, email, and at events. Under the older Rule 506(b), none of that is allowed.
The trade is a higher bar on who can invest and how you confirm it. Anyone can see your deal. Only verified accredited investors can buy into it.
- 1Every purchaser is accreditedNo exceptions for friends, family, or sophisticated investors who fall short of the definition.
- 2You take reasonable steps to verifyA self-certification checkbox is not sufficient. You need evidence for each investor.
- 3The rest of Regulation D still appliesForm D within 15 days of the first sale, state notice filings, and bad actor checks under Rule 506(d).
Verify once on Allocations. Reuse it across deals.
Verification sits on the investor's identity, not on a single deal, so it carries forward until it expires.
- 1
Pick an accreditation basis
The investor chooses how they qualify, and it is saved on their identity.
IncomeNet worthProfessional letterFINRA license - 2
Upload the evidence
They add the matching documents and choose Submit for Verification.
Submit for Verification - 3
Allocations reviews
The documents are reviewed and the identity is marked verified, with an expiry date.
VerifiedValid for 90 daysIncome documents: until January 31 of the following year - 4
Reuse until it expires
The same verification applies to later 506(c) deals. After expiry, the investor uploads fresh evidence.
General information, not legal advice. Your counsel decides which method fits your offering and your investors.
Two exemptions. One decision to make first.
Both sit under Regulation D and neither caps what you can raise. The difference is whether you can talk about the deal in public, and what you owe in return.
| Rule 506(b) | Rule 506(c) | |
|---|---|---|
| Public marketing | Not permitted | Permitted |
| Who can invest | Accredited investors, plus up to 35 non-accredited investors who meet sophistication requirements | Accredited investors only |
| Proof of accredited status | Investor self-certification, backed by your reasonable belief | Reasonable steps to verify each investor |
| Amount you can raise | No limit | No limit |
| Form D filing | Required | Required |
| Best fit | Raising from people you already know | Reaching investors beyond your network |
Choose before you post. Once an offering has been marketed publicly, Rule 506(b) is generally no longer available for it.
From entity to close, in five steps.
You keep the relationship with your investors. Allocations runs the vehicle, the paperwork, and the records behind it.
- 01
Form your SPV
Entity, bank account, and offering documents come from one intake. Minutes, not weeks.
- 02
Take the deal public
Share it on your site, LinkedIn, X, your newsletter, and on stage. Rule 506(c) is what makes that permitted.
- 03
Verify every investor
Each investor completes accreditation verification before subscribing. The evidence stays on file with the deal.
- 04
Sign and fund
Subscription documents are signed digitally and incoming wires are tracked against commitments.
- 05
Close and administer
Filings, investor records, tax documents, and distributions continue from the same dashboard after the close.
The whole offering on one platform.
A 506(c) raise adds verification to an already long list. Allocations keeps the list in one place, at a published flat fee.
SPV formation
Entity setup and offering documents prepared for a 506(c) raise.
Investor onboarding
One link where investors review the deal, verify, and subscribe.
Accreditation records
Verification evidence stored per investor, ready when counsel or an auditor asks.
Digital subscription documents
Signatures collected online and filed against each commitment.
Banking and wires
A dedicated account for the vehicle, with funding tracked as it arrives.
Fund administration and tax
Filings, tax documents, and distributions handled after the close.
Questions GPs ask first.
General information about Rule 506(c), not legal advice.
Can I post my deal on LinkedIn or X?
Who counts as an accredited investor?
Can a non-accredited investor join a 506(c) deal?
What happens if verification is skipped?
Do I still need to file a Form D?
Can I switch an existing 506(b) raise to 506(c)?
Ready to take your raise public?
See how a 506(c) SPV runs on Allocations, from formation to verified close.
Allocations provides SPV formation, investor onboarding and administration tools. Using Allocations does not by itself ensure compliance with Rule 506(c); the issuer remains responsible for meeting all applicable requirements, including verifying that every purchaser is accredited. This page is general information, not legal, tax or investment advice, and not an offer or solicitation of securities. Consult your own counsel.