Frequently asked questions

Every kit includes the PPM template for your structure and exemption, a matching subscription agreement, an accredited investor questionnaire, notices for all 50 states and D.C., Form D filing and Blue Sky state filings. Launch and Full Launch add customized documents and consulting. Regulation S kits have no Form D or state filings. Compare kits.

Match three things: your entity (corporation, LLC, limited partnership or real estate fund or syndicate), what you’re selling (equity, notes, convertible notes or both) and your exemption (Rule 504, 506(b), 506(c) or Regulation S). Filter the catalog to find it.

Yes. The Launch and Full Launch kits include a completed PPM and a customized onboarding package. With Starter, you complete the template yourself, and every fill-in is marked.

A business plan or description of operations, financial statements, biographies of your management team, a cap table, your governing documents, a use-of-proceeds budget and a list of the risks specific to your business.

Yes. An executive summary is a good source for the business section and summary of terms. The PPM needs much more, though: risk factors, conflicts, tax and ERISA discussion, offering terms and state notices, which the template provides.

Yes. Every Regulation D PPM includes notices for all 50 states and the District of Columbia. Regulation S PPMs include notices for non-U.S. investors, with a placeholder for each country where you sell for local counsel to complete.

The current templates reflect Regulation D, Regulation S and the federal tax rules in effect in November 2026, including the SEC staff’s March 2025 guidance on verifying accredited investors and the 2025 tax law changes.

Yes. Preview sample pages for each type of PPM.

Regulation D is a set of SEC rules that let companies raise money by selling securities without registering the offering. Rules 504 and 506 are the exemptions most private companies use. Read the basics.

Almost any business: startups, operating companies, real estate sponsors and private funds. Rule 504 isn’t available to SEC reporting companies, investment companies or blank check companies, and bad actor rules can disqualify any issuer.

Stock, LLC and partnership interests, promissory notes, convertible notes, options, warrants and investment contracts are all securities. If people give you money expecting a return from your efforts, assume you’re selling a security.

Rule 506(c) lets you advertise but requires verifying that every investor is accredited. Rule 506(b) bans advertising and allows up to 35 non-accredited investors, though that triggers extra disclosure. Rule 504 caps the raise at $10 million and needs state registration or an exemption in each state. Most private raises use Rule 506.

Mainly individuals with $200,000 of income ($300,000 with a spouse or spousal equivalent) in each of the last two years, or $1 million of net worth excluding their home, plus holders of certain licenses and many entities. See every category.

Only under Rule 506(c), or under Rule 504 when state law allows it. Under Rule 506(b), you can’t use general solicitation, which includes public websites, social media posts, ads and open events.

The law doesn’t require one, but we strongly recommend a final review by a securities attorney. A flawed offering can give investors the right to rescind, lead to state penalties and, in serious cases, bar you from future exemptions.

SEC rules for offers and sales made outside the United States. A U.S. company can sell to non-U.S. investors without registering if the sale is offshore, nothing is aimed at the U.S. market and it follows the resale restrictions. How it works.

Yes. A Regulation S offering isn’t integrated with a concurrent U.S. offering, so you can raise from U.S. investors under Rule 506 and from non-U.S. investors under Regulation S, with separate documents for each.

Online through the SEC’s EDGAR system, within 15 calendar days after your first sale. New filers apply for EDGAR access with Form ID and sign in with Login.gov. Every PPM Kit includes Form D filing: we file it for you. How filing works.

The date the first investor becomes irrevocably committed to invest, which usually means you’ve accepted their signed subscription. If day 15 falls on a weekend or holiday, the deadline moves to the next business day.

Usually. Most states require a notice filing and fee for Rule 506 offerings sold to their residents, typically within 15 days after the first sale there. Rule 504 offerings need state registration or a state exemption. Blue Sky basics.

NASAA, the association of state securities regulators, lists every state regulator on its website. See our resources page.

Start with people you know, then consider angel groups, registered broker-dealers and, under Rule 506(c), advertising. Compare the options.

Only a registered broker-dealer can generally receive commissions or other pay tied to sales. Paying an unregistered finder a success fee can give investors rescission rights and create state law problems.

Yes, for drafting help with narrative sections like your business description and management bios. Review every word, keep confidential data out of tools that may retain it, and have your attorney review the result. Tips for drafting with AI.