Syndication blog disclaimer requirements
Two blocks ship with the Reg D packs. A post gets one, never both, and which one depends on what the post is doing.
The one almost every post gets is on the right. The six things it has to say are underneath, and the second block is further down.
Shown as the pack ships it, braces and all. In a draft they arrive filled. Pasting by hand, use the entity on the offering documents, not the trade name on the website.
Six things it has to say. Here they are without the legal wrapper.
Each is a phrase the check looks for, so each is a thing you cannot drop however you reword the rest.
Say this is education, and say when you wrote it.
Leave it out and a rent assumption written in one rate environment reads two years later as this quarter's view.
Say the post is not an offer of anything.
Leave it out and a post explaining how you underwrite starts doing the work of the raise it describes. It is also the sentence the second block cannot say.
Say who the raise is open to.
Leave it out and the post reads as though anyone who enjoyed it could write a cheque.
Say the real terms live in the documents, not here.
Leave it out and the numbers in a post become the terms of the deal, months before anyone opens the document that sets them. The rule's own information requirement is narrower: it reaches purchasers who are not accredited in a 506(b) raise, and no further. This line is your practice, said out loud.
Say every number you are aiming at is an assumption.
Leave it out and every target reads as a forecast. It has a twin in the rules: a sentence saying investors earn a given percentage, with nothing beside it marking that as a target or as history, stops the draft on its own.
Say what happened before promises nothing.
Leave it out and your track record stops being history and becomes a pitch. The shortest of the six, and the first to go when somebody tightens the post.
Three sentences ride along that nothing checks for: the risk sentence, the one saying the sponsor is not a registered broker-dealer, investment adviser or tax advisor unless it says so, and the one sending the reader to their own advisors. The second is what stops a post about your fund reading as advice about the reader's portfolio, so keep it.
Take a line out. See how far it gets.
Switch any of the six off and the block below loses it. Read the panel on the right carefully: a missing phrase and a banned claim are not the same size of problem, and a page that said otherwise would be lying.
Nothing is missing.
All six are on the page, in one block, above your sources. A person at your firm still presses publish.
It goes at the bottom, above your sources.
One block, after the last paragraph, before the sources. Not the sidebar, not only the site footer.
Two blocks ship. A post gets one, and never both.
The second block is not an extra paragraph bolted onto the first. It takes its place. The two say opposite things about whether the page a reader is on is a solicitation, which is why they cannot share one.
- They contradict each other on purpose. One says nothing here constitutes an offer to sell. The other says the material constitutes a general solicitation. Run both and the page denies and announces the same thing in one breath.
- The notice narrows that denial rather than repeating it. It says this is not an offer in any jurisdiction where that would be unlawful. On a page about a live raise the flat version would not be true.
- Nothing reads your writing and decides. The choice comes from what the draft says it is, which makes it your call, and the only call here where getting it wrong is a securities question rather than a housekeeping one.
- Accredited investors
- Private placement memorandum
- Forward-looking statements
- This is informational
- Nothing here is an offer to sell
- Past performance
- A general solicitation under 506(c)
- Purchasers verified, not just declared
There is a third block underneath. You will never see it.
Three packs stack under a syndication site: Regulation D on top, a general syndication pack under it, the truth-in-advertising floor beneath that. All three ship a disclaimer, and only the top one reaches your posts, because the most specific pack supplies the block and the whole of it. The Reg D block absorbed this one: six of the seven ideas the parent insists on appear in it, and the seventh, loss of principal, is said harder as the possible loss of the entire investment.
The choice stays yours. Everything after it is ours.
Everything above is the answer whether or not you use our product. This is what we do with it. Name Regulation D once at setup, both packs load with the truth-in-advertising floor underneath, and the block arrives in the draft before you open it.
- Written in, not remembered. It is there before you read the first paragraph, with your entity name filled in.
- Exactly one, always. A disclaimer the model wrote is removed before the real one goes in. Two in different wording is worse than either alone: a reader cannot tell which binds.
- Your wording survives where it is allowed to. Rewrite the ordinary block and the check is on the six phrases, not our sentences. The notice is the exception, and the product says so rather than quietly taking a reword.
- A person presses publish. Always. Verand cannot publish to your site on its own and no setting lets it.
This is the federal Reg D baseline.
A raise under Regulation A or Regulation Crowdfunding is a different exemption with its own rules, and naming one at setup does not load these packs. It falls back to the general floor on purpose, rather than gate you with rules written for somebody else's raise.
Researched by us, reviewed by an operator.
Validated against SEC Regulation D and the Securities Act anti-fraud rules. AI-researched and operator-reviewed. Your counsel confirms applicability. Not legal advice. We will not say an attorney has read this until one has.
The receipt. Top of this page: regd-accredited-investor, the default variant in us-reg-d 1.0.1, internal-reviewed, 90 to 350 words, six phrases checked. Second: regd-506c-general-solicitation, same pack, carried on content marked offering, 70 to 250 words, no paraphrase. Third: re-investment-general in us-real-estate-syndication 1.0.2, with base-ymyl-general under both, neither rendered on a Reg D site.
The four we get asked every time.
Can I just use the block at the top of this page?
Yes. It is the same text we put into drafts. Two things worth ten seconds: replace both placeholders with the legal entity on your offering documents, and have your securities counsel read it once before it goes on two hundred posts. It covers the six phrases; it is not written about your offerings.
How does a post get treated as offering content?
From the draft, not the writing. Nothing reads a post and works out that it is about your live raise. If a page is about an open 506(c) offering, that is the call you make when the draft is set up. Left alone, every post gets the ordinary block: the safer default, and still wrong on an offering page.
We raise under 506(b). Does the second block apply to us at all?
No, and it should not. The notice announces that the material is a general solicitation under 506(c), which under 506(b) is the thing you are not doing. The rule prohibiting general solicitation carries the 506(c) exception in its opening line. Your posts carry the ordinary block. Whether a given post is a general solicitation at all is a separate question, answered on the page asking whether investor education is general solicitation.
Does it have to be word for word?
The ordinary block, no. Rewrite it in your voice as long as six phrases survive: informational, offer to sell, accredited investor, private placement memorandum, past performance and forward-looking. Lose one and you have lost the disclaimer. The notice is the other way around: it cannot be reworded, and if you try to save your own version the product refuses and says why.
Never publish a post with the wrong block at the bottom of it.
The right block is written into every draft, in one place, and a person at your firm presses publish. Seven days, every feature unlocked, one click to cancel.
Starter carries the compliance gate, every routine and the full crawl. Plans differ on volume, sites and engines.