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Equity & financing

Regulation D

In accounting, regulation D means the SEC's exemptions from registering a private offering — Rule 504 and Rule 506. Securities bought under it are restricted, and the issuer files Form D within 15 days of the first sale.

Also called Reg D.

Authority
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Authority: 17 CFR §230.506; §230.503. Sources

The lesson that teaches this

From the free founder back-office course, taught on one company's books, with exercises to work it yourself.

Cap tableSecurities law for raising money › Form D and state notice filingsFifteen calendar days after the first sale, and a notice filing in each investor's state: Northwind's SAFE.4 min

What it is not called

Each of these means something else. Use one here and an accountant reading the product notices.

Reg A
Reg CF

Nearby in the catalog

No component names this concept outright. These sit in the same part of the system.

2Cards

2 of 2 builtFamily spec

CardStatementStatement balance, minimum due, due date, limit and available — the issuer's statement.
GoalCardTarget vs. actual with a progress rule.

6Statements

2 of 2 builtFamily spec

BalanceSheetAssets / liabilities / equity, with the balance check.
CashFlowStatementOperating / investing / financing.

Terms this one depends on

Form DThe notice of an exempt offering filed with the SEC no later than 15 calendar days after the first sale under Rule 504 or 506 — a notice, not an application — and the basis of the states' notice filings

Also in Equity & financing

409A valuation
83(b) election
Acceleration
Accredited investorEquity & financingAccredited investorA person or entity Regulation D trusts to bear a private offering's risk — among others, an individual with more than $1,000,000 of net worth excluding the primary residence, or more than $200,000 of income ($300,000 joint) in each of the last two years with the same expected; a director or executive officer of the issuer; an entity with more than $5,000,000 of assets
Accumulated deficit
Anti-dilution protection
APIC
Blue sky laws
Cap table
Common stock
Conversion discount
Convertible note

Previous in Equity & financingKRegulation CrowdfundingThe exemption for raising up to $5 million in 12 months from the public, online, through one SEC-registered broker-dealer or funding portal, with per-investor limits for non-accredited investors JNext in Equity & financingRestricted stockShares bought or received outright but subject to a vesting schedule: if the holder leaves early, the company may repurchase the unvested shares on the agreement's terms. Taxed under §83 as it vests, unless an 83(b) election is filed within 30 days

Defined in Lexicon. This page is generated from that document, so the two can't disagree.

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