Building a Pre-Raise Compliance Checklist for Exempt Offerings
Whether an issuer is running a Rule 506(b) raise from an existing network or a Tier 2 Regulation A+ offering aimed at the general public, the same category of compliance groundwork needs to happen before the first dollar is accepted.
Choose the exemption deliberately
The starting point is matching the offering to the right exemption — Regulation D for private, network-driven raises; Regulation A+ for larger, publicly marketed offerings; Regulation Crowdfunding for smaller raises open to the general public through a funding portal. Each carries different ceilings, investor eligibility rules, and reporting obligations.
Run the people checks early
Before finalizing officers, directors, and significant promoters, run a bad-actor disqualification check on each covered person — discovering a disqualifying event after the offering documents are signed is far more disruptive than catching it beforehand.
Build the paper trail
Whether it's a PPM, a Reg A+ offering circular, or a Reg CF Form C, the disclosure document should be drafted with the same rigor: clear risk factors, accurate use-of-proceeds language, and no promises that read as guarantees of return.
Map the filing calendar
Form D's 15-day deadline, state blue-sky notice filings, Reg A+'s ongoing 1-K/1-SA/1-U cadence, or Reg CF's annual report — every exemption carries its own filing rhythm, and it should be on a calendar before the raise opens, not reconstructed after the fact.
Practical takeaway
The issuers who move fastest through a raise are usually the ones who did the compliance groundwork first — exemption selection, people checks, disclosure drafting, and filing calendar — rather than treating compliance as a final step before closing.
This article is provided for general informational and educational purposes only and does not constitute legal, financial, tax, or investment advice. Nothing here is an offer to sell or a solicitation to buy any security. Consult qualified securities counsel before relying on any exemption or filing deadline discussed above.