Rules Navigator
Register

SEC Rule 504

Exempts limited offerings and sales of securities not exceeding $10m from registration under the Securities Act of 1933. This rule is part of Regulation D.

Rule Overview

Jurisdiction: United States

Regulator: SEC

Topic: Sale of Securities

Overview
Latest News
Further Reading

Allows issuers to offer and sell securities up to $10m without registering with the SEC, provided that the issuer meets certain conditions, including not being subject to the reporting requirements of the Exchange Act, not being an investment company, and not being a development stage company with no specific business plan.

The exemption is limited to offerings of $10m or less, and stipulates that the issuer must not have any disqualifying “bad actor” events on its record.

Latest News More on SA 1933 Regulation D 

Further Reading

NASD NTM 00-12 Go to https://www.finra.org/sites/default/files/NoticeDocument/p004134.pdf SEC Exempt Offerings Page Go to https://www.sec.gov/resources-small-businesses/exempt-offerings Skadden Capital Markets Alert Go to https://www.skadden.com/-/media/files/publications/2020/11/sec-adopts-amendments-to-exempt-offering-framework/sec_adopts_amendments_to_exempt_offering_framework.pdf