Washington Form D — Reg D Rules 504, 505, or 506 (link is external) is a filing requirement under the U.S. Securities and Exchange Commission's (SEC) Regulation D, also referred to as the "private placement" rules. The form must be filed for any offering of securities made in reliance on the Regulation D exemption from registration. There are three different types of Regulation D rules: Rule 504, Rule 505, and Rule 506. Rule 504 of Regulation D permits companies to raise up to $5 million in any 12-month period through private placements. Companies must provide potential investors with disclosure documents, but they are not required to register the securities with the SEC. Rule 505 of Regulation D allows companies to offer and sell up to $5 million of securities, with no more than 35 non-accredited investors, in any 12-month period. Accredited investors are individuals with a net worth of at least $1 million or whose income exceeds $200,000 (or $300,000 jointly with their spouse). Rule 506 of Regulation D allows companies to raise an unlimited amount of money in private placements, with no more than 35 non-accredited investors. Washington Form D — Reg D Rules 504, 505, or 506 (link is external) must be filed with the Washington State Department of Financial Institutions for any offering of securities made in reliance on the Regulation D exemption from registration. The form must include information such as the amount of the offering, a description of the securities being offered, the type of offering (Rule 504, Rule 505, or Rule 506), the names and contact information of the issuer and the broker or dealer, and any other information required by the SEC.
Washington Form D - Reg D Rules 504, 505, or 506 (link is external)
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This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading.
Purchaser Requirements - The exemption allows for sale to an unlimited number of accredited investors and up to 35 non-accredited investors. Note: Exceeding the number of non-accredited investors can forfeit the exemption. Restricted Securities - The securities exempted in the issuance are restricted from resale.
Under Rule 506 of Regulation D, issuers or firms may employ general solicitations and advertising when offering private placements, provided that all purchasers of the offering are accredited investors.
Rule 504 under Regulation D is available for certain offerings with an aggregate offering price of up to $10 million. In contrast, Rule 506(b) and Rule 506(c) under Regulation D do not place any limit on the amount of money an issuer can raise.
This means that any information a company provides to investors must be free from false or misleading statements. Similarly, a company should not exclude any information if the omission makes what is provided to investors false or misleading.
Rule 504 under Regulation D is available for certain offerings with an aggregate offering price of up to $10 million. In contrast, Rule 506(b) and Rule 506(c) under Regulation D do not place any limit on the amount of money an issuer can raise.
Comparison chart Rule 505 Regulation DRule 506 Regulation Dallows companies to decide what information to give to accredited investors.YesNORestricted SecuritiesYesYesGeneral SolicitationCan not useCan not useAccredited InvestorsUnlimitedunlimited4 more rows
Form D. An issuer using Rule 505 to make a private offering must notify the SEC within 15 days by filing Form D. Form D provides detailed information about company's promoters, executive officers, and directors and as well as some basic details about the offering.