Regulation+D

What is a Regulation D Offering? Here's an explanation from Regulation Resources:
 * **Regulation D Program Basics**
 * **Regulation D Program Basics**

"Regulation D" is a government program created under the Securities Act of 1933, instituted in 1982, that allows companies the ability to raise capital though the sale of equity or debt securities. The programs were designed to provide two main things - an exemption to sell securities in a private transaction without registering the securities (something that happens in __any__ transaction involving investors) and the appropriate framework and documentation for doing so properly. Regulation D Offerings are the practical method companies use to raise capital from individual investors.
 * Who should use a Regulation D Offering?** Any company or entrepreneur that is seeking to raise equity or debt capital from investors. The average size range for a Regulation D Offering is quite broad with the bulk of Reg D's for offering amounts of $100,000 in capital up to $50 million (although we have structured many offerings that exceeded $100 million + in size).

There are 2 basic types of Regulation D Offerings that can be structured:
 * An "**equity**" offering is where the company sells partial ownership in the company (via the sale of stock or a membership unit) to raise capital. Equity offerings are preferred by early stage companies because there is no set repayment schedule or debt service payments - the investors profit when the company profits.
 * A "**debt**" offering is where the company raises debt financing by selling a note instrument to investors with a set annual rate of return and a maturity date that dictates when the funds will be paid back to investors in full. A debt offering functions much like a business loan except instead of a bank providing the financing it is a group of investors lending funds to the company.

A Regulation D Offering will solve all of the technical issues you will face when dealing with investors (investment structure, investment documentation, etc.) - these are issues that should be addressed __before__ you interact with investors. **Not addressing them ahead of time presents a very unprofessional image of you to the investor.**

The Regulation D Programs can be used by domestic as well as foreign corporations. While the programs can be used by any corporation type - the preferred structure is a stock "C" Corporation or Limited Liability Corporation "LLC". ||