REGULATION D - 506C (Limited Public Solicitation):

Under Rule 506(c), a company can broadly solicit and generally advertise the offering, but still be deemed to be undertaking a private offering within Section 4(a)(2) if:
  • The investors in the offering are all accredited investors; and

  • The company has taken reasonable steps to verify that its investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports and the like.

Purchasers of securities offered pursuant to Rule 506 receive “restricted” securities, meaning that the securities cannot be sold for at least a year without registering them.

Companies relying on the Rule 506 exemption do not have to register their offering of securities with the SEC, but they must file what is known as a “Form D” electronically with the SEC after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company. 

  • Solicitation:

    • Marketed over the Internet, TV, Advertisements and Solicitation on Social Media

  • Eligible Issuers:

    • Both SEC Registered and Private Companies 

  • Eligible Investors:

    •  Only Accredited Investors

  • Ascertaining Investors' Status as Accredited Investors:

    • Issuer may rely on various methods to "verify" accredited status

  • Offering Size:

    • No Dollar Limit on Offering Size

  • Disclosure:

    • Disclosure driven by market demands and liability concerns

  • Liability:

    • Liability under General Rule 10b-5 Anti-Fraud provisions for any persons making untrue statements

  • Resales:

    • Securities are "restricted" and cannot be freely resold

  • Intermediaries:

    • ALL Intermediaries MUST be Registered Broker Dealers

To Retain and Engage Private Placement Markets for a Rule 506 Offering under Regulation D:

Since 2010, we have prepared hundreds (if not into the thousands) of Rule 506 Offerings, and have done so in nearly ever jurisdiction, for nearly all types of company structures, and all types of securities (from simple offerings of stock, to unit offerings, to structured finance offerings) and in every industry type. 


Service(s) to be Provided:

  • Registration of the Company with the United States Securities & Exchange Commission's Online EDGAR Portal 

    • Obtain SEC CIK Number

  • Drafting & Preparation of a State & Federal Securities Laws Compliant Rule 506 Offering under Regulation D.

    • Our Custom Rule 506 under Regulation D Offering Preparation includes Offering Structuring, Development of a Presentation Grade Private Placement Memorandum ("PPM"), all SEC Filing(s) as required, State filing support (as required), State & Federal Securities Laws Compliance Review,  and access to our Broker-Dealer Network & Institutional Investment Banking Network (See &

  • Registration of all Form D's with the United States Securities and Exchange Commission for the sale of all Securities by the Company.

To engage us for a Custom Rule 506 - Regulation D Offering Preparation:

  1. Private Placement Markets is very selective about the Reg D 506C Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your Reg D 506C needs.

  2. If there is a mutual interest to engage for the Drafting of your 506C we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the Offering Memorandum. Our total estimated cost for a Rule 506 Offering under Regulation D is a Flat $1,750 USD (50% = $875 USD). NOTE: The balance of $875 will be due and payable 30 days net from retaining services or upon delivery of a final PPM document whichever comes first.

  3. Once complete, we will send you an email with information detailing the necessary information we need to get started working on your offering.

  4. General Time from Start-to-Finish, given the vast number of Offerings we have done over the past ten plus years, just a few days. 

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

101 California Street

San Francisco, CA 94111


Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.


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