Regulation D: Rule 504
establishes 3 exemptions from Securities Act registration.
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Rule 504
Rule 504 provides an exemption for the offer and sale of up to $1,000,000 of securities in a 12-month period. The company may use this exemption so long as it is not a blank check company and is not subject to Exchange Act of 1934 reporting requirements. General offering and solicitations are permitted under Rule 504 as long as they are restricted to accredited investors. The issuer need not restrict purchaser's right to resell securities.
Rule 504 allows companies to sell securities that are not restricted if one of the following conditions is met:
* The offering is registered exclusively in one or more states that require a publicly filed registration statement and delivery of a substantive disclosure document to investors;
* The registration and sale takes place in a state that requires registration and disclosure delivery, and the buyer is in a state without those requirements, so long as the disclosure documents mandated by the state in which you registered to all purchasers are delivered; or
* The securities are sold exclusively according to state law exemptions that permit general solicitation and advertising and you are selling only to accredited investors. However, accredited investors are only needed when sold exclusively with state law exemptions on solicitation.
http://en.wikipedia.org/wiki/Regulation_D_%28SEC%29#Rule_504
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From another source
Learn How a Private Placement Offering Can Benefit Your Company or Project !
Raise up to $1,000,000 with a Reg D 504 and over $1,000,000 with a Reg D 506
Since the mid 70's, Ken, CEO/President of *** Consultants, Inc. has been developing businesses as franchises and for 27 years Ken’s been helping franchisor’s, franchisees, existing business owners, start up businesses and individuals with projects obtain funding through non-traditional methods that he calls, “THE BEST KEPT SECRET IN BUSINESS FUNDING.” For nearly 80 years, the Regulation D series of offerings have been used effective as an alternative to more traditional methods of funding a business such as bank financing, SBA and other types of institutional financing.
According the T***** Financial Report, over $600 billion were issued through the private placement market. Over the past 2 years the number of individuals and companies using private placement offerings have more than doubled.
What Do You Need To Get Started?
You need the proper business structure. If a corporation, it is recommended that you form it with 20 million shares of common stock. Business checking account with wire transfer capabilities for the convenience for investors. You need a web site image that compliments your business and represents the amount of funding you need. In my opinion, this is one of the most overlooked area’s with those raising money through a private placement memorandum. The last things you must have is determination, intention, stick ability, focus and a mind set that nothing is going to stop you until you achieve your objectives.
For a privately held company whether a Corporation or an LLC must comply with SEC Regulations when offering stock in exchange for money.
The Private Placement Memorandum provides an exemption to the SEC Regulations. Any Company that has gone to the extent of preparing a “PPM” should be given serious consideration as an investment opportunity. The majority of Private Offerings are non broker related.
Is a Private Placement Offering a Good Investment?
Over the past 25 years, many private investors have reported tremendous and amazing financial returns in many of their investments. Many of the returns have been 15% to 30% within 18 to 60 months.
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