iSEC Capital Raise Exemptions (2026)

The U.S. Securities and Exchange Commission (SEC) provides several exemptions that allow companies to raise capital without undergoing the full, costly process of a registered public offering (IPO). As of early 2026, the primary pathways include:

1. Regulation D (Reg D)

This is the most common framework for private placements.

Rule 506(b): Allows raising unlimited capital from unlimited "accredited investors" and up to 35 sophisticated non-accredited investors. General solicitation (advertising) is prohibited; you must have a pre-existing relationship with investors.
Rule 506(c): Allows raising unlimited capital and permits general solicitation (advertising on social media, etc.). However, all investors must be accredited, and the company must take "reasonable steps" to verify their status (e.g., reviewing tax returns or CPA letters).
Rule 504: Allows raising up to $10 million in a 12-month period. It is generally for smaller companies and often prohibits general solicitation unless specific state registration requirements are met.

2. Regulation A (Reg A+)

Often called a "mini-IPO," this allows companies to offer securities to the general public with fewer requirements than a full IPO.

Tier 1: Raise up to $20 million in 12 months. Requires state-level registration ("Blue Sky" laws).
Tier 2: Raise up to $75 million in 12 months. This tier preempts state registration but requires audited financial statements and ongoing SEC reporting.

3. Regulation Crowdfunding (Reg CF)

Allows eligible companies to raise up to $5 million in a 12-month period from the general public.

Platform Requirement: Offerings must be conducted through a single SEC-registered intermediary (a broker-dealer or a funding portal).
Investment Limits: There are no limits for accredited investors, but non-accredited investors are subject to caps based on their annual income and net worth.

4. Intrastate Exemptions (Rule 147 & 147A)

Designed for local businesses raising money within a single state.

Rule 147: The issuer must be incorporated and "doing business" in the state where all offers and sales occur.
Rule 147A: Similar to Rule 147 but more flexible; the company can be incorporated out-of-state as long as its principal place of business is in-state. It also allows offers to reach out-of-state residents (e.g., via the internet), though sales must remain strictly in-state.

Summary Comparison Table

Exemption	Max Raise (12mo)	General Solicitation?	Investor Type
Rule 506(b)	Unlimited	No	Unlimited Accredited; 35 Sophisticated
Rule 506(c)	Unlimited	Yes	Accredited Only (Verified)
Rule 504	$10 Million	Generally No	Anyone
Reg CF	$5 Million	Yes (via Portal)	Anyone (Subject to limits)
Reg A+ Tier 2	$75 Million	Yes	Anyone

For more details, visit the SEC Exempt Offerings page.