SEC Rule 506(b)/(c) Checklist

 

The "Rescission" Shield.

Download the 2026 SEC Rule 506 Compliance Checklist.

Raise Capital Legally. Avoid "General Solicitation" Traps. Verify Accredited Investors.

The "Tweet" That Kills Your Company.

You are raising a Seed Round. You tweet: "We are open for investment! DM me for details!"
Congratulations. You just triggered "General Solicitation."
I. If you are relying on Rule 506(b), you just violated securities law.
II. Your exemption is void.
III. Every investor now has the right to demand their money back ("Rescission Rights") in the future if your company fails.

Securities compliance is binary. You are either exempt, or you are illegal.

The Legal Attorney SEC 506 Compliance Kit is your fundraising guardrail. It forces you to choose a lane (Quiet 506b vs. Loud 506c) and provides the mandatory documentation to prove you followed the rules.

What You Get Inside the Kit:

I. The Master Compliance Protocol (Word)
A comprehensive internal governance document. It breaks down the critical difference between Rule 506(b) (Self-Certification, No Advertising) and Rule 506(c) (Strict Verification, Advertising Allowed).

II. The "Bad Actor" Questionnaire
Did you know that if your Co-Founder or a 20 Percent Shareholder has a past securities violation, your entire fundraising round is illegal? This kit includes the mandatory questionnaire every officer must sign to prove "Reasonable Care" under Rule 506(d).

III. The Accredited Investor Screener
A standardized template for investors to certify their status. It covers the 2026 definitions, including the "Spousal Equivalent" income rules and "Knowledgeable Employee" exemptions.

IV. The 506(c) Verification Framework
If you choose to raise publicly (506c), you cannot just take an investor's word. This section details exactly what documents (Tax Returns, Bank Statements, Lawyer Letters) you must collect to avoid SEC penalties.

V. The Filing Deadline Tracker
A guide to the "15-Day Rule" for Form D and the state-by-state "Blue Sky" filing requirements. Missing these deadlines can blacklist you from future fundraising.

Why Founders Need This Specific Template:

I. It Prevents "Accidental Public Offerings"
Founders often think a "Demo Day" is private. It isn't. This checklist helps you determine if your pitch event counts as "General Solicitation" so you don't blow your exemption.

II. It Survives Due Diligence
When you raise your Series A, the lawyers will audit your Seed round. If you don't have these "Bad Actor" waivers and "Accreditation Proofs" on file, the Series A firm may walk away.

III. It Handles the "New" Accredited Definitions
The SEC updated the definition of "Accredited Investor" to include certain professional licenses (Series 7/65/82). Old templates don't have this. Ours does.

Fundraise Without Fear.

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Frequently Asked Questions

I. Can I switch from 506(b) to 506(c)?
It is difficult and risky. If you start "Quiet" and then Tweet, you may have tainted the whole round. This Kit helps you pick the right strategy before you take the first check.

II. Do I need to verify income for every investor?
Only if you use Rule 506(c) (Public Fundraising). If you use Rule 506(b) (Private/Relationship), you can rely on the "Self-Certification" form included in this kit.

III. What is a "Bad Actor"?
Anyone with a criminal conviction, SEC order, or postal fraud history related to finance. Rule 506(d) requires you to check your cap table for these people.