Your next deal is under contract, and your usual investors will not fill it alone. You want to reach people you have never met, with a LinkedIn post, an email to your newsletter list and a deal page on your own site. Your counsel confirms that a 506(c) capital raise allows that, as long as every buyer is a verified accredited investor. Then the practical questions start: who checks the deck, which investors need verification, when Form D is due and where the evidence lives.
This guide answers those questions as a checklist, in the order a raise runs, and shows who does each step on each tier of the Raveum Sponsor Program. For the wider plan behind a raise, read the guide to raising capital for a real estate syndication.
What a 506(c) Capital Raise Requires
Rule 506(c) is an exemption for private offerings that allows general solicitation. You can advertise the offering on your website, on social media, by email, at events and in online ads, to people you have no prior relationship with. In return, every purchaser must be an accredited investor, and you must take reasonable steps to verify that each one is.
The rest of the checklist supports those conditions. The antifraud rules apply to every statement about the deal, the offering is reported to the SEC on Form D, many states expect a notice filing, and your records prove the exemption held. Give each step a named owner before you start.
Before Launch: Five Things to Settle First
Most 506(c) problems start before the first post. Settle these five items in order.
Confirm the Route With Your Counsel
Your securities counsel confirms that 506(c) fits this offering and your investor plan. Record the decision and the date in the offering file before any public mention of the deal.
Run Bad Actor Checks on Covered Persons
An offering generally cannot rely on 506(c) if a covered person has a disqualifying event, such as certain criminal convictions, court orders or regulatory sanctions. Many events count only within a set look-back period, and events from before the rule took effect must be disclosed to investors instead. Covered persons include the issuer, its directors, general partners, managing members and senior executives, its large owners, its promoters and certain others who solicit investors. Collect a dated questionnaire from each one for every new offering.
Prepare the Offering Documents
The private placement memorandum, the subscription documents and the operating agreement set out the terms, the risks and the rights investors are buying. Every marketing claim must be supported by them. The private placement memorandum article covers what a PPM includes and how to write risk factors that hold up.
Put Accredited-Only and Risk Language on Every Page
Every page about the offering should say that it is open only to accredited investors, that each investor's status will be verified and that the investment carries risk, including the potential loss of capital. Have counsel approve one standard block of wording, then reuse it everywhere.
Write a Marketing Plan Within the Rules
List every channel the raise will use, including principals' personal accounts and any outside agency, with who drafts, who approves and where the approved copy is kept. Set one rule for the team: nothing about the offering goes out before counsel approves it.
While Marketing: Public, Accurate and Recorded
Once the offering is set up, general solicitation is allowed. You can post, email, advertise and present the deal to people you have never met. Three rules shape what you publish:
- Accurate: Every statement about the deal, the team and the track record must be true and backed by the offering documents. Leaving out a material fact can mislead as much as a false one.
- Balanced: Do not show the opportunity without the risks. Short formats such as ads have no room for full disclosure, so keep them simple and point to a page that carries it.
- Recorded: Keep a dated copy of everything you publish about the offering, with the channel and who approved it.
People acting for you count as you, so posts by principals, staff and any marketing firm follow the same plan. The general solicitation rules article explains where solicitation starts, and the 506(c) LinkedIn checklist applies the rules one post at a time.
Raveum does not find, solicit or recommend investors, and it does not market your deal. The platform gives your campaign somewhere to lead: a deal page on your own domain, with accredited-only and risk language built in.
Verification: Every Buyer, With Reasonable Steps
Verification applies to every purchaser in the offering. Reasonable steps is a principles-based standard. What counts depends on who the investor is, what you already know about them, how they came to the offering and its terms, including the minimum investment. A checked box on a questionnaire, with nothing behind it, does not meet the standard. Common methods include:
- Income review: IRS forms that report the investor's income for the two most recent years, with a written statement that they expect to reach the required level this year.
- Net worth review: Recent asset statements and a credit report, with a written statement that all liabilities are disclosed.
- Professional confirmation: A written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a CPA.
- Minimum investment guidance: A high minimum investment with written statements from the investor, under SEC staff guidance issued in 2025.
Each method has conditions on how recent and complete the evidence must be. The 506(c) accredited investor verification guide covers the methods and the 2025 SEC guidance in detail, and the verification letter article covers who can sign a letter and how long one can be relied on.
Finish verification before you accept a subscription, and record the method, date and evidence next to it. On every Raveum tier, verification is built into investor onboarding, set per deal and mandatory for a 506(c) offering. The checks are run by third-party vendors, alongside KYC, AML and sanctions screening and W-9 collection.
Subscriptions and Investor Funds
A verified investor subscribes, confirming their status, accepting the terms and committing to invest. The date the first investor becomes irrevocably committed starts the Form D deadline, so log it.
Sign Electronically and File Every Document
Run subscriptions through a digital flow with built-in e-signature, and file each signed document against the investor and the deal, with a record of who accepted what and when. Every Raveum tier includes this flow and a document vault with auto-filing.
Send Funds to the Issuer's Own Account
Investors pay the issuer's own bank account directly. Raveum never holds investor money, and the issuer decides whether to block purchase and withdrawal requests. Match each wire to an accepted subscription from a verified investor before you count it.
Filings: Form D, State Notices and Amendments
Form D is the public notice the SEC receives for the offering, and its details should match your offering documents.
The filing steps, in order:
- Set up EDGAR access and codes before launch, since each new deal entity files as a new issuer.
- Log the date the first subscription becomes binding, and set the Form D deadline from it.
- File Form D with the 506(c) exemption selected.
- Make the notice filing each state requires. Requirements vary by state and generally follow sales to investors there.
- Amend Form D as soon as practicable to correct a material mistake or reflect certain changes.
- File an annual amendment, on or before the anniversary of the most recent filing, while the offering continues.
The Form D filing article covers the form, the risk of filing late and state notices.
On Tier 1, you file Form D and the state notices. On Tier 2 and Tier 3, Raveum's team can prepare and file them, while your counsel approves and your issuer signs.
Records and the Audit Log
The issuer must be able to show, for every investor, that they were verified before they bought, what you relied on and what they saw. Keep these together for each offering:
- Offering file: Counsel's confirmation of the route, the bad actor questionnaires and each version of the offering documents.
- Marketing file: Dated copies of everything published, with the channel and the approval.
- Investor files: Screening results, verification evidence, signed subscription documents and the acceptance date.
- Funds and filings: Each wire matched to a subscription, and every Form D, amendment and state notice.
The SOC 2 compliant platform keeps an audit log and acceptance records for each offering, next to the documents in the vault, so you can answer counsel or an auditor from one record. The marketing file usually lives outside the platform, so give it an owner.
Who Handles Each Checklist Item on Each Tier
Each tier includes everything in the tier below it, you can move up a tier as your pipeline grows, and every tier puts your brand first.
| Checklist item | Tier 1 | Tier 2 | Tier 3 |
|---|---|---|---|
| Route and bad actor checks | You and your counsel | You and your counsel | You and your counsel |
| Offering documents | You and your counsel | Optional, Raveum drafts, your counsel approves | Raveum prepares, your counsel approves |
| Accredited-only and risk language | Built into deal pages | Built into deal pages | Built into deal pages |
| Marketing and its records | You | You | You, with a firewall for any Reg S track |
| Investor verification | Built into onboarding | Built into onboarding | Built into onboarding |
| Subscriptions and e-signature | Platform and vault | Platform and vault | Platform and vault |
| Investor funds | Issuer's own account | Issuer's own account | Issuer's own account |
| Form D, state notices, amendments | You file | Optional, Raveum prepares and files, issuer signs | Raveum prepares and files what the pathway needs, issuer signs |
| Audit log | Built in | Built in | Built in |
| US marketplace listing | Not available | Optional | Optional on US tracks |
| Regulation S track | Not available | Not available | Optional, per deal |
On every tier, verification checks are run by third-party vendors. On Tier 2, Raveum's operations team works in your portal on your written instruction, drafts the offering documents as an optional module and reviews each deal before launch. For a sponsor running several 506(c) raises a year, that moves the documents and filings off your desk, with your counsel approving every one.
The Optional Marketplace Listing
On Tier 2 and Tier 3, you can list a 506(c) offering on the Raveum US marketplace, where it is shown to verified accredited US investors. Accreditation verification is mandatory for any listing. Treat it like any other page about the offering. Raveum does not recommend the deal or solicit investors for it, and a listing never guarantees any investment.
Adding a Regulation S Track on Tier 3
On Tier 3, you choose per deal: a US track under Rule 506(c), an international track under Regulation S, or both. A dual-track raise keeps this checklist for the US track and adds Reg S certification, sanctions monitoring and withholding for investors outside the US. A marketing firewall keeps the international track's marketing separate from your US marketing. The Regulation S guide covers that track in full.
Frequently Asked Questions
Any offer of the deal made by public means, such as a public deal page, a social post, an ad or an open webinar. Offers to people with whom you have no prior substantive relationship can count too, and so can posts by people acting for you. In a 506(c) raise, all of it is allowed, provided every buyer is a verified accredited investor and what you say is accurate and not misleading.
Yes. Every purchaser in a 506(c) offering must be verified, including friends, family and investors from earlier deals. What you already know about someone can inform which steps are reasonable, but a relationship alone does not meet the standard.
Keep an offering file, a dated copy of everything published, a file for each investor with verification evidence and the signed subscription, and every Form D, amendment and state notice.
In three cases. Every year, on or before the anniversary of the most recent filing, while the offering continues. As soon as practicable to correct a material mistake of fact or error. And as soon as practicable when certain information changes, although the rule lists exceptions, such as a change in the number of investors or the amount sold.
They cannot buy in the 506(c) offering. Do not accept their subscription or make an exception for someone you trust, because one unverified purchaser can put the exemption for the whole offering at risk. The investor can often try another method, such as a letter from their CPA or attorney.
Treat the answer as yes. The antifraud rules apply to every statement, and a page that shows only the opportunity can mislead on its own. Each page, post, email and deck should carry accredited-only and risk language, and a format too short for it should point to a page that has it.
Run the Checklist on One Platform
A 506(c) raise rewards order, and the same steps repeat on every deal, so they belong in one system.
The Sponsor Program runs that system on your brand, on every tier, with verification built into onboarding, e-signature, a vault with auto-filing, payments straight to your issuer's account and an audit log. Tier 2 adds Raveum's operations team for the documents and filings, with your counsel approving each one. To see how this checklist runs on your next deal, Book a demo.
This guide is general education and is not legal, tax or investment advice. Securities and tax rules depend on your facts, so work with your own securities counsel and tax advisors before you launch an offering. Offerings run through the Raveum Sponsor Program are private placements for eligible investors only and are not open to the general public. All investing involves risk, including the potential loss of principal.