Regulation D Private Placement Compliance Checklist
REGULATION D PRIVATE PLACEMENT COMPLIANCE CHECKLIST
DOCUMENT INFORMATION
| Field | Information |
|---|---|
| Issuer Name | [________________________________] |
| Offering Title | [________________________________] |
| Prepared By | [________________________________] |
| Date Prepared | [__/__/____] |
| Legal Counsel | [________________________________] |
| Target Offering Amount | $ [________________________________] |
| Maximum Offering Amount | $ [________________________________] |
SECTION 1: EXEMPTION SELECTION
1.1 Rule Selection
Select the applicable Regulation D exemption:
☐ Rule 504 - Offerings up to $10 million in 12-month period
☐ Rule 506(b) - Unlimited amount, no general solicitation, up to 35 non-accredited investors
☐ Rule 506(c) - Unlimited amount, general solicitation permitted, all accredited investors required
1.2 Rule 504 Requirements (if applicable)
| Requirement | Status | Notes |
|---|---|---|
| ☐ Offering limited to $10 million in 12-month period | ☐ Complete | [____] |
| ☐ Issuer is not an investment company | ☐ Complete | [____] |
| ☐ Issuer is not a blank check company | ☐ Complete | [____] |
| ☐ Issuer is not subject to Exchange Act reporting | ☐ Complete | [____] |
| ☐ Bad actor disqualification review completed | ☐ Complete | [____] |
1.3 Rule 506(b) Requirements (if applicable)
| Requirement | Status | Notes |
|---|---|---|
| ☐ No general solicitation or advertising | ☐ Complete | [____] |
| ☐ Unlimited accredited investors permitted | ☐ Complete | [____] |
| ☐ Maximum 35 non-accredited purchasers | ☐ Complete | [____] |
| ☐ All non-accredited purchasers are sophisticated | ☐ Complete | [____] |
| ☐ Required disclosure provided to non-accredited investors | ☐ Complete | [____] |
| ☐ Bad actor disqualification review completed | ☐ Complete | [____] |
| ☐ Pre-existing substantive relationship with all investors | ☐ Complete | [____] |
1.4 Rule 506(c) Requirements (if applicable)
| Requirement | Status | Notes |
|---|---|---|
| ☐ All purchasers are accredited investors | ☐ Complete | [____] |
| ☐ Reasonable steps taken to verify accredited status | ☐ Complete | [____] |
| ☐ General solicitation/advertising permitted | ☐ Complete | [____] |
| ☐ Bad actor disqualification review completed | ☐ Complete | [____] |
SECTION 2: PRE-OFFERING COMPLIANCE
2.1 Issuer Eligibility
| Requirement | Yes | No | N/A |
|---|---|---|---|
| Issuer organized under laws of US jurisdiction | ☐ | ☐ | ☐ |
| Not an investment company under Investment Company Act | ☐ | ☐ | ☐ |
| Not a blank check company (Rule 504) | ☐ | ☐ | ☐ |
| Not a development stage company with no business plan | ☐ | ☐ | ☐ |
| SEC Exchange Act reporting current (if applicable) | ☐ | ☐ | ☐ |
2.2 Bad Actor Disqualification Review (Rule 506(d))
Covered Persons to Review:
☐ The issuer
☐ Any predecessor of the issuer
☐ Any affiliated issuer
☐ Directors, executive officers, or other officers participating in the offering
☐ General partners or managing members of the issuer
☐ 20% or greater beneficial owners (voting)
☐ Promoters connected with the issuer
☐ Investment managers and their principals
☐ Persons compensated for soliciting purchasers
☐ General partners or managing members of any compensated solicitor
Disqualifying Events Checklist:
| Event | Review Date | Any Issues? |
|---|---|---|
| ☐ Criminal convictions (securities, financial, insurance-related) | [__/__/____] | ☐ Yes ☐ No |
| ☐ Court injunctions/restraining orders (securities-related) | [__/__/____] | ☐ Yes ☐ No |
| ☐ SEC disciplinary orders | [__/__/____] | ☐ Yes ☐ No |
| ☐ SEC cease-and-desist orders | [__/__/____] | ☐ Yes ☐ No |
| ☐ SEC stop orders or refusal orders | [__/__/____] | ☐ Yes ☐ No |
| ☐ Suspension/expulsion from SRO membership | [__/__/____] | ☐ Yes ☐ No |
| ☐ US Postal Service false representation orders | [__/__/____] | ☐ Yes ☐ No |
| ☐ State securities regulatory orders | [__/__/____] | ☐ Yes ☐ No |
| ☐ Banking regulatory bars | [__/__/____] | ☐ Yes ☐ No |
Bad Actor Verification:
☐ All covered persons have completed bad actor questionnaires
☐ Background checks conducted where appropriate
☐ No disqualifying events identified
☐ Disclosure of pre-September 2013 events required under Rule 506(e)
Date of Bad Actor Review: [__/__/____]
Reviewed By: [________________________________]
SECTION 3: OFFERING DOCUMENTS
3.1 Private Placement Memorandum (PPM)
| Section | Status | Reviewed By | Date |
|---|---|---|---|
| ☐ Cover page with appropriate legends | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Summary of offering terms | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Risk factors | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Use of proceeds | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Business description | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Management and key personnel | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Financial information | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Description of securities | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Plan of distribution | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Conflicts of interest disclosure | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Legal matters | ☐ Draft ☐ Final | [____] | [__/__/____] |
| ☐ Tax considerations | ☐ Draft ☐ Final | [____] | [__/__/____] |
3.2 Subscription Agreement
| Component | Status | Notes |
|---|---|---|
| ☐ Investor representations and warranties | ☐ Complete | [____] |
| ☐ Accredited investor certification | ☐ Complete | [____] |
| ☐ Investment intent representations | ☐ Complete | [____] |
| ☐ Risk acknowledgment | ☐ Complete | [____] |
| ☐ Subscription amount and payment terms | ☐ Complete | [____] |
| ☐ Signature blocks | ☐ Complete | [____] |
3.3 Investor Questionnaire
| Component | Status | Notes |
|---|---|---|
| ☐ Accredited investor qualification questions | ☐ Complete | [____] |
| ☐ Sophisticated investor questions (if 506(b)) | ☐ Complete | [____] |
| ☐ Investment experience | ☐ Complete | [____] |
| ☐ Suitability information | ☐ Complete | [____] |
| ☐ Anti-money laundering questions | ☐ Complete | [____] |
3.4 Additional Documents
| Document | Required? | Status |
|---|---|---|
| ☐ Operating/Partnership Agreement | ☐ Yes ☐ No | ☐ Complete |
| ☐ Certificate of Formation | ☐ Yes ☐ No | ☐ Complete |
| ☐ Escrow Agreement | ☐ Yes ☐ No | ☐ Complete |
| ☐ Placement Agent Agreement | ☐ Yes ☐ No | ☐ Complete |
| ☐ Legal Opinion | ☐ Yes ☐ No | ☐ Complete |
SECTION 4: ACCREDITED INVESTOR VERIFICATION
4.1 Accredited Investor Categories (Rule 501(a))
Individual Accredited Investors:
☐ Net worth exceeds $1,000,000 (excluding primary residence), individually or with spouse
☐ Income exceeded $200,000 (individual) in each of prior two years, expected same current year
☐ Income exceeded $300,000 (joint with spouse) in each of prior two years, expected same current year
☐ Hold Series 7, 65, or 82 licenses in good standing
☐ "Knowledgeable employees" of private fund issuer
Entity Accredited Investors:
☐ Bank, savings institution, broker-dealer, investment adviser, insurance company
☐ Investment company or business development company
☐ Small business investment company
☐ Rural business investment company
☐ Employee benefit plan with assets over $5 million
☐ Private business development company
☐ Organization with assets over $5 million (501(c)(3), corporation, partnership, LLC)
☐ Trust with assets over $5 million, not formed to acquire securities
☐ Entity owning investments over $5 million
☐ Family office with $5 million+ in AUM
☐ Family client of qualifying family office
☐ Entity where all equity owners are accredited investors
4.2 Rule 506(c) Verification Methods
For Individuals (Income-Based):
☐ Income Verification Method:
☐ IRS forms (W-2, 1099, K-1, 1040) for prior two years
☐ Third-party verification letter (CPA, attorney, broker-dealer, investment adviser)
☐ Net Worth Verification Method:
☐ Bank/brokerage statements (within 3 months)
☐ Third-party appraisals for assets
☐ Credit report for liabilities
☐ Third-party verification letter
For Entities:
☐ Most recent audited financial statements
☐ Government filings (bank reports, GAAP statements)
☐ Third-party verification
4.3 2025 Safe Harbor: Minimum Investment Verification (per March 2025 SEC Guidance)
☐ Natural Persons: Minimum investment of $200,000 or more
☐ Written representation that investor is accredited
☐ Written representation that minimum investment is not third-party financed
☐ No actual knowledge that investor is not accredited
☐ Entities: Minimum investment of $1,000,000 or more
☐ Written representation that entity is accredited
☐ Written representation that minimum investment is not third-party financed
☐ No actual knowledge that entity is not accredited
SECTION 5: FORM D FILING
5.1 Initial Form D Filing
| Requirement | Status | Date |
|---|---|---|
| ☐ File within 15 calendar days of first sale | ☐ Complete | [__/__/____] |
| ☐ Filed electronically via SEC EDGAR | ☐ Complete | [__/__/____] |
| ☐ Filing confirmation received | ☐ Complete | [__/__/____] |
First Sale Date: [__/__/____]
Form D Filing Deadline: [__/__/____]
Actual Filing Date: [__/__/____]
SEC Accession Number: [________________________________]
5.2 Form D Information Required
| Item | Information |
|---|---|
| Issuer's legal name | [________________________________] |
| Issuer's state/jurisdiction | [________________________________] |
| Issuer's address | [________________________________] |
| Industry group | [________________________________] |
| Issuer size (revenue/assets) | [________________________________] |
| Federal exemption(s) claimed | [________________________________] |
| Type of securities offered | [________________________________] |
| Minimum investment accepted | $ [________________________________] |
| Total offering amount | $ [________________________________] |
| Total amount sold | $ [________________________________] |
| Number of investors | [____] Accredited / [____] Non-accredited |
| Sales commissions & finder's fees | $ [________________________________] |
5.3 Form D Amendments
| Amendment Type | Trigger | Deadline |
|---|---|---|
| ☐ Annual Amendment | One year anniversary | Within 30 days |
| ☐ Material Change Amendment | Change in info | Promptly |
| ☐ Final Amendment | Offering complete | Recommended |
SECTION 6: BLUE SKY (STATE) COMPLIANCE
6.1 State Notice Filing Requirements
Rule 506 Offerings (Covered Securities under NSMIA):
☐ Federal preemption applies - no state registration required
☐ State notice filings still required in states where sales made
| State | Notice Required | Fee | Filing Deadline | Status |
|---|---|---|---|---|
| [____] | ☐ Yes ☐ No | $ [____] | [__/__/____] | ☐ Filed |
| [____] | ☐ Yes ☐ No | $ [____] | [__/__/____] | ☐ Filed |
| [____] | ☐ Yes ☐ No | $ [____] | [__/__/____] | ☐ Filed |
| [____] | ☐ Yes ☐ No | $ [____] | [__/__/____] | ☐ Filed |
| [____] | ☐ Yes ☐ No | $ [____] | [__/__/____] | ☐ Filed |
| [____] | ☐ Yes ☐ No | $ [____] | [__/__/____] | ☐ Filed |
6.2 State-Specific Considerations
| State | Special Requirements |
|---|---|
| California | Legend requirements, Commissioner notification |
| New York | Real estate offerings may require registration under Martin Act |
| Texas | State notice filing via EFS |
| Florida | Notice filing required |
☐ All state notice filings completed
☐ State filing confirmations received and retained
SECTION 7: BROKER-DEALER AND PLACEMENT AGENT COMPLIANCE
7.1 Placement Agent Engagement
☐ No placement agent used
☐ Placement agent engaged
| Field | Information |
|---|---|
| Placement Agent Name | [________________________________] |
| CRD Number | [________________________________] |
| SEC Registration | ☐ Yes ☐ No |
| FINRA Member | ☐ Yes ☐ No |
| State Registrations | [________________________________] |
7.2 Finder Considerations
☐ No finders used
☐ Finders engaged - compliance review required
Warning: Unlicensed finders receiving transaction-based compensation may violate broker-dealer registration requirements. Review SEC guidance and state law.
| Finder Name | Compensation Type | Compliance Review |
|---|---|---|
| [________________________________] | [____] | ☐ Complete |
7.3 FINRA Requirements (if broker-dealer involved)
☐ Private placement filing with FINRA (if required)
☐ Suitability determination documented
☐ Compensation disclosure
SECTION 8: ONGOING COMPLIANCE
8.1 Integration Analysis
Review for integration with other offerings:
| Prior/Concurrent Offering | Date | Integration Risk |
|---|---|---|
| [________________________________] | [__/__/____] | ☐ Low ☐ Medium ☐ High |
☐ Integration safe harbor analysis completed
☐ Six-month separation maintained from prior Rule 506 offerings (if applicable)
8.2 Investor Tracking
| Investor | Type | Amount | Verification Method | Date |
|---|---|---|---|---|
| [________________________________] | ☐ Accred ☐ Non | $ [____] | [____] | [__/__/____] |
| [________________________________] | ☐ Accred ☐ Non | $ [____] | [____] | [__/__/____] |
| [________________________________] | ☐ Accred ☐ Non | $ [____] | [____] | [__/__/____] |
8.3 Securities Legend Requirements
☐ Stock certificates/ownership documents contain proper restricted securities legend
☐ Transfer agent notified of restrictions
☐ Stop transfer instructions in place
Standard Legend Text:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM."
SECTION 9: RECORD RETENTION
9.1 Documents to Retain
| Document | Retention Period | Location |
|---|---|---|
| ☐ Private Placement Memorandum | Permanent | [____] |
| ☐ Subscription Agreements | Permanent | [____] |
| ☐ Investor Questionnaires | Permanent | [____] |
| ☐ Accredited Investor Verification | 5+ years | [____] |
| ☐ Form D and amendments | Permanent | [____] |
| ☐ Blue sky filings | 5+ years | [____] |
| ☐ Bad actor certifications | 5+ years | [____] |
| ☐ Offering communications | 5+ years | [____] |
| ☐ Placement agent agreements | Permanent | [____] |
SECTION 10: FINAL COMPLIANCE CERTIFICATION
10.1 Pre-Closing Checklist
☐ All offering documents finalized and distributed
☐ All investor subscriptions received and reviewed
☐ All accredited investor verifications completed
☐ All funds received into appropriate account
☐ Form D filed with SEC
☐ All required state filings completed
☐ Securities legend requirements satisfied
☐ Investor list finalized
☐ Closing documents prepared
10.2 Certification
I certify that this Regulation D offering has been conducted in compliance with all applicable requirements of the Securities Act of 1933, Regulation D, and applicable state securities laws.
______________________________________
Signature
[________________________________]
Name (Print)
[________________________________]
Title
Date: [__/__/____]
SOURCES AND REFERENCES
- SEC Regulation D Overview: https://www.sec.gov/resources-small-businesses/exempt-offerings
- Rule 506(b) Guidance: https://www.sec.gov/resources-small-businesses/exempt-offerings/private-placements-rule-506b
- Accredited Investor Verification: https://www.sec.gov/resources-small-businesses/capital-raising-building-blocks/assessing-accredited-investors-under-regulation-d
- Form D Filing: https://www.sec.gov/about/forms/formd.pdf
- March 2025 Self-Certification Guidance: SEC No-Action Letter and C&DIs
This template is provided for informational purposes only and does not constitute legal advice. Securities offerings involve complex legal and regulatory requirements. Consult with qualified securities counsel before conducting any securities offering.
About This Template
Compliance documents are what regulated businesses use to prove they follow the rules that apply to their industry, whether that is privacy, anti-money-laundering, consumer protection, or sector-specific requirements. Regulators look for consistent policies, up-to-date records, and clear evidence of employee training. The cost of getting compliance paperwork right is almost always smaller than the cost of an enforcement action, fine, or public disclosure.
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This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: February 2026