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Private Placement in Securities Regulation D Defined For Your Understanding

Jul 31, 2008
The purpose of this article is to have private placement in securities regulation D defined so that you can understand it. Security law can be very complicated for anyone who is not a lawyer, so getting it defined in easy terms will help you understand how regulation D applies to you and your sale of equity.

Private Placement in Securities Regulation D Defined, Purpose of the Regulation

The primary purpose of regulation D as it corresponds to private placement of securities is to ensure that you receive an exemption for the sale of your securities in a private transaction without registering said securities in addition to giving you a proper framework to do so. Without having Private Placement in Securities Regulation D Defined one can easily become confused as to what is exempt and what needs to be reported to the federal government.

One thing to remember is that regulation D does not provide exemption from reporting to anti-fraud or civil liability provisions for state and federal government and these provisions include civil and criminal penalties for misstatements or omission of facts. This is to protect consumers from investing in companies without being fully informed, but at the same time regulation D allows entrepreneurs the ability to raise capital without having to go through a Securities and Exchange Commission (SEC) review. These reviews can take up to sixty days to complete and will require assistance by multiple attorneys and accountants, something that can be extremely expensive for the small business person.

The purpose of regulation D is to allow these smaller business investments, required by rule 505 to be less than five million dollars, the ability to raise capital without the overhead and time of lengthy full disclosers to the federal and state governments. The purpose of this regulation is not to allow small businesses to hide from the federal government, but rather to ensure that they can raise capital without having to incur more costs or incur costs that take up a sizable chunk of the capital being raised.

Having Private Placement in Securities Regulation D Defined for you before you decide best how to change your equity into finance will help you determine the best way to get your business off the ground or acquire more funding to let you truly grow. This article is by no means a comprehensive review of regulation D, but rather serves to point to you, the entrepreneur, what options are open to you when raising capital.
About the Author
Kathryn R. Landry is a business writer for TIC Advisors, Inc . A company that can give you the most complete information on a 1031 exchange or TIC properties nationwide.
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