Is investor education content general solicitation?
It depends on what is open when you publish, not on how educational it reads. Set what you have live, answer four questions about the piece, and this page tells you where it lands, which answer decided it, and what it costs if you called it wrong.
How we underwrite a Class B submarket
Two things decide it, and only one of them is about the writing.
There is no exemption for education and none for a blog. What decides it is which exemption your open raise stands on, and whether the piece reaches toward that raise. Get the first wrong and the post is not the problem you have.
Which rule is your live raise standing on?
A 506(b) offering must satisfy every term and condition of Rules 501 and 502, and 502(c) is the one saying the securities must not be offered by any general solicitation. A 506(c) offering must satisfy Rule 501 and only paragraphs (a) and (d) of Rule 502. The ban is not on its list.
Of the 34,304 Rule 506 offerings filed in 2025, 30,315 were 506(b). The half that forbids solicitation outright is the half almost everybody is on.
17 CFR 230.506(b)(1), 230.506(c)(1) · notes 2, 3, 8Does it name, describe or drive toward a specific offering?
A piece on how rent growth behaves in a submarket is one thing. A piece that names the deal, gives terms or asks for a soft commitment is another. Most of what a sponsor publishes sits between the two.
The staff's position on a public site is short: an unrestricted, publicly available website is a general solicitation if it contains an offer of securities. Whether your piece is an offer is the part nobody settles for you, which is why several answers below come back as a conversation with counsel.
17 CFR 230.502(c) · notes 1, 4Set what is open, then answer four questions
The offering comes first, because it conditions every answer under it. Or load one of the six things sponsors actually publish and watch where each lands.
Does it name, describe or link a specific offering of yours?
The deal, the fund, the terms, a data room, an interest form. A closed deal written up afterwards is not a current offering. One you mean to reopen is.
Who can reach it?
Anyone means anyone, including whoever finds it through search or asks an assistant about you. The other answer means people you already have an established relationship with, and how that list was built is the whole of it.
Does it move the reader toward investing?
A minimum, a deadline, an allocation, a soft commitment, a call framed around a raise. A newsletter sign-up is not that. One promising early access to deals is.
Does it carry deal-level return or performance figures?
A target, a projected return, a historical distribution, a case study with the outcome in it. This one does not decide scope. It decides whether a second rule fires.
No. On any reading of the rule, this is not general solicitation.
Nothing openA reading aid, not a ruling. It cannot see your piece or your offering documents, and nothing on this page is legal advice.
Three sentences worth more than the advice around them
The prohibition is one paragraph. It never defines general solicitation, and the two examples it gives are examples rather than a list.
The words are any form of general solicitation or general advertising, including, but not limited to, and then two examples: something published or broadcast, and a seminar whose guests were invited by advertising. Read the words before the colon. The examples do not bound it.
230.502(c)(1), (2)The most useful sentence the staff has published: the rule relates to the nature of the offering, not the nature of the offerees. Aiming a public post at accredited investors, or labelling it that way, does not make it something else.
Securities Act Rules C&DI 256.18Information that is not an offer can go out as widely as you like, and the staff calls that factual business information. But the category generally does not include predictions, projections, forecasts or opinions with respect to valuation, which is what a market outlook is made of.
C&DI 256.24, 256.25A pre-existing substantive relationship is not a waiting period.
The version everyone has heard is that a new subscriber sits out a cooling-off period, usually thirty days, and comes out the other side as someone you may show a 506(b) deal to. There is no such period. The staff has said there is no minimum waiting time, and that a relationship cannot be established by time alone or by a short accreditation questionnaire.
Formed before the raise began, which here means the first offer made in it. A relationship formed after that date does not become pre-existing by waiting.
You had enough about their circumstances and sophistication to form a view, and you formed one. Ticking a self-certification box, with nothing else known, is expressly not enough.
It is also not the only way to show there was no general solicitation. The staff calls it one means, not the exclusive means. It is simply the one with a paper trail you can build on purpose before you need it.
C&DI 256.26, 256.29, 256.30, 256.31 · 148.01 · note 6Six things that follow, and only the first is about the post
Being an advertisement, in the neighbouring trades, is a list of conditions you meet. Under 506(b), general solicitation is not a condition you meet. It is the exemption.
- 01The condition sits on the offering, not on the pageWhich is why a disclaimer cannot cure it. What failed is a term of the exemption the securities were sold under, and taking the page down does not undo the offer.
- 02506(c) is a swap, not a looseningYou gain the whole marketing surface. In exchange every purchaser must be accredited and you must take reasonable steps to verify it. The rule lists five ways to be deemed to have done that, and calls them non-exclusive.
- 03Since March 2025 a high minimum is a real route through verificationStaff agreed an issuer can reasonably conclude it has verified, given a high minimum, written representations of accreditation and no third-party financing, and no knowledge to the contrary. The dollar figures are in the request, not the answer.
- 04Waiting thirty days is the wrong direction of reliefA 506(b) offering following a general solicitation still has to show, purchaser by purchaser, that the person was not reached by it or had a relationship first. The clock does not launder the list.
- 05Form D names which exemption you relied onFiled within fifteen calendar days of the first sale, and the first sale is when an investor is irrevocably committed. Not the first offer, which is the date your content is measured against.
- 06The anti-fraud rules never moved506(c) buys the right to say it in public, not the right to say it loosely, and a figure in a case study is graded by a different rule from this one.
Item 2 is 230.506(c). Item 3 is the Division of Corporation Finance letter of 12 March 2025 and the interpretation issued the same day. Item 4 is 230.152(b). Item 5 is 230.503(a)(1). Sources below.
Deciding scope takes one conversation. Holding the line for a whole raise is the job.
A raise runs for months. Inside those months somebody writes a market update, somebody answers a question in the newsletter, and a post drafted before the raise opened goes out on a schedule nobody revisited. No sponsor loses an exemption on the deal page. They lose it in the fourth paragraph of something nobody read twice.
That is the part Verand takes. Name the SEC at setup and the Reg D pack loads, the syndication pack under it and the YMYL floor under that. Every draft is read against all three before it can leave, and a principal at your firm presses publish. It cannot publish for you.
What it does not do is decide scope. Verand does not know which of your offerings is open, and it does not pretend to: there is no field for it and no check reads one. That call stays with you and your counsel. The gate catches the sentences that answer the question for you, on every draft, without tiring in month four.
“The allocation is filling up, so if any of this lands with you, invest with us before the raise closes.”
Validated against the SEC's Regulation D rules. AI-researched and operator-reviewed. Your counsel confirms applicability to your firm and your offering. Not legal advice.
Rule 506, and not the other ways to raise
Everything above is the federal exemption at Rule 506 and the condition sitting under one half of it. It is not the whole of securities law, and it is not your state file.
- Sponsors raising under Rule 506(b)
- Sponsors raising under Rule 506(c)
- Regulation A and Regulation Crowdfunding raises
- Registered offerings, and intrastate exemptions
Each has its own rules about what you may say and to whom, and several are more permissive rather than less. This page would be wrong about all of them.
A sponsor who is also a registered representative, or who runs a fund as a registered adviser, carries a second rulebook on the same post: FINRA's communications rules in one case, the SEC's Marketing Rule in the other. Which one reaches a given piece depends on the hat you had on.
State filings, broker-dealer rules and the strength of your investor list sit outside them, and Verand says so rather than implying coverage it does not have. One thing you set per article: mark a piece as offering content and it carries the 506(c) offering notice in place of the accredited-investor block. One renders, never a stack.
Everything above, traced back
Phrases in italics above are the rule's own words or the staff's. The rest is plain-English restatement, which is not the rule. The interpretations here were revised in March 2025 and again in January 2026, so check the date on anything you read about this, this page included.
Three pages that pick up where this one stops
Two pages in this section go where this one deliberately does not: How to talk about projected returns and Real estate syndication disclaimer requirements. Neither is published yet, so neither is linked.
The scope call is yours. Every draft after it is ours.
Seven days, every feature unlocked, one click to cancel. Name the SEC at setup and the first draft is written against Regulation D rather than checked against it afterwards.
Validated against the SEC's Regulation D rules. AI-researched and operator-reviewed. A principal at your firm still presses publish.