How To Raise Capital Online With Social Media Ads Using 506(c)
You can legally run public ads for a private offering under Regulation D 506(c). The tradeoff is strict accredited investor rules, real verification, and clean disclosures. This guide shows what to advertise, how to verify investors, how to set up a compliant funnel, and where deals go wrong.
What 506(c) Allows And What It Blocks
You May
- Use general solicitation and public ads online and offline
- Accept unlimited accredited investors worldwide where lawful
- Share returns history and case studies with proper context and risk factors
- Gate the data room and subscription flow behind verification
You May Not
- Take non-accredited investors
- Rely on investor self-certification alone
- Make guarantees or omit material risks
- Comingle public ads with a 506(b) raise for the same deal
Accredited Investor Verification That Passes Scrutiny
Reasonable Steps
- Third-party verification platform or CPA, attorney, broker letter
- Financial document review period tailored to risk and raise size
- Re-verify on renewals or after 90 days if not funded
What To Gate
- PPM and subscription documents
- Detailed financials, models, and data room items
- Webinar replays that contain material non-public details
Recordkeeping
- Store evidence of verification and who performed it
- Archive ads, landing pages, email sends, and audiences
- Track click to cash in a CRM with timestamps
Build A Compliant 506(c) Funnel
1
Structure And Documents
Form the issuer entity. Draft PPM, Subscription Agreement, Operating Agreement. Prepare Form D and state notices. Align ads and landing content with disclosures and risk factors.
2
Landing Page And Gating
Public page states it is a 506(c) offer to accredited investors only. Collect details, book calls, and route to verification before showing the data room. Place disclaimers near every call to action.
3
Ad Creative And Channels
Run LinkedIn and Google first. Use plain claims, no promises. Link to the compliant landing page. Retarget site visitors with educational content and webinar invites.
4
Verification, Subscription, Close
Complete accredited checks, KYC and sanctions screens where required, then open subscription and wiring instructions. Keep an audit trail for every step.
Advertising Guardrails That Keep You Safe
- Say 506(c) and accredited investors only on public materials
- Disclose risks and assumptions near performance claims
- No guarantees, no target promises dressed as facts
- Use clear language on fees, lockups, and conflicts
- Keep ads, audiences, and landing pages in an archive
- Do not run the same deal as 506(b) while advertising
Filings And Controls Most Sponsors Miss
Form D And State Notices
File Form D and any required blue sky notices. Calendar renewals. Keep copies in the data room.
Bad Actor Checks
Run Rule 506(d) disqualification checks on the issuer, directors, officers, placement partners, and promoters.
KYC, AML, Sanctions
Screen investors and entities. Keep results and any escalation notes. Align with bank or escrow policies.
Sample Ad And Landing Page Copy
Ad Example
Seeking accredited investors for a 506(c) offering by [Issuer]. Target sector: [Real estate or private credit]. Learn the strategy, fees, and risks. Accredited investors only.
Landing Page Line
This is a Regulation D Rule 506(c) private offering to accredited investors only. No offer or sale is made without the PPM. Past performance is not a guarantee of future results.
Common Mistakes That Derail 506(c) Raises
No Evidence Of Verification
Self-cert forms without backup. Fix it with third-party checks and a clean archive.
Hype In Ads
Superlatives and implied guarantees. Use plain language and link to risk disclosure.
Mixed 506(b) And 506(c)
Running private outreach then switching to ads on the same deal. Keep offerings separate.
FAQ
Can I advertise returns?
You can show actual track records with dates and context. Add risks and assumptions next to any forward-looking figures. No guarantees.
What counts as reasonable verification?
Independent review by a platform or a professional attestation. Keep the letter or report and the policy of how you selected the method.
Can I run a 506(b) and 506(c) at the same time?
Not for the same securities. Parallel structures require careful separation and counsel sign-off to avoid tainting the 506(b) with public ads.
Launch A Compliant 506(c) Funnel
We set up the structure, portal, verification, and ads. You get a single mandate and weekly numbers.
Request A 506(c) Proposal
Legal Disclaimer.
This page is for informational purposes only and is not legal, tax, or investment advice. Consult your own counsel and advisors. Financely is not a broker-dealer and does not provide investment advice or effect transactions in securities.
Offering Disclaimer.
Any securities offering must be made only through official offering documents such as a Private Placement Memorandum. No offer to sell or solicitation to buy is made here.
Reg D Rule 506(c).
Public advertising is permitted only if all purchasers are accredited investors and the issuer takes reasonable steps to verify accredited status. Self-certification alone is not sufficient.
Performance Disclaimer.
Past performance does not guarantee future results. All investments carry risk, including loss of principal. Forward-looking statements are based on assumptions and may change.
Jurisdiction And Eligibility.
Access may be restricted in some countries. Investors are responsible for complying with local laws and suitability requirements.
Records.
Keep records of ads, audiences, budgets, creatives, landing pages, verification evidence, and investor communications for audit and review.