SEC VERIFY DATA
TITLE: What Is Rule 504 of Regulation D SEC Exemption Explained
SEO DESCRIPTION: Learn how SEC Rule 504 of Regulation D works, including the $10 million offering limit, Form D filing requirements, eligibility rules and state securities laws.
WHAT IS RULE 504 OF REGULATION D
Rule 504 is an exemption from SEC registration available for certain securities offerings under Regulation D. It allows eligible issuers to offer and sell up to $10 million of securities during a 12-month period without conducting a fully registered public offering.
Rule 504 is often used by smaller companies and regional offerings, but relying on the exemption does not mean the issuer or investment has been approved by the SEC.
RULE 504 OFFERING LIMIT
The current Rule 504 limit is $10 million during any 12-month period. This amount refers to securities offered and sold under the exemption and should not automatically be interpreted as the issuer's assets under management, company valuation or current financial resources.
Companies using Rule 504 generally must also consider applicable state securities laws in the jurisdictions where securities are offered or sold.
FORM D AND RULE 504
An issuer relying on Rule 504 generally must file Form D through the SEC's EDGAR system within 15 days after the first sale of securities.
Form D provides public information about the offering, including the issuer, related persons, exemption claimed, offering amount and other reported details. The filing is a regulatory notice and does not constitute SEC approval or certification.
WHO CANNOT USE RULE 504
Rule 504 is not available to every issuer. Certain Exchange Act reporting companies, investment companies, blank-check companies and issuers affected by applicable bad-actor disqualification provisions generally cannot rely on the exemption.
WHY RULE 504 MATTERS IN DUE DILIGENCE
When FilingDossier reviews a Rule 504 offering, the exemption claimed is compared with the Form D, issuer identity, offering amount, website representations, related persons and other public records.
The existence of a Rule 504 filing confirms an important regulatory record, but investors should still independently evaluate the issuer, offering terms and associated risks.
DISCLAIMER
FilingDossier is an independent research platform and is not affiliated with or endorsed by the SEC. This material is provided for informational and research purposes only and does not constitute legal or investment advice.