SYNDICATE LEGAL SUPPORT SERVICES

REGULATION D - 506C (Limited Public Solicitation):

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Under Rule 506(c), a company can broadly solicit and generally advertise the offering, but still be deemed to be undertaking a private offering within Section 4(a)(2) if:

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• The investors in the offering are all accredited investors; and

• The company has taken reasonable steps to verify that its investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports and the like.

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Purchasers of securities offered pursuant to Rule 506 receive “restricted” securities, meaning that the securities cannot be sold for at least a year without registering them.

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Companies relying on the Rule 506 exemption do not have to register their offering of securities with the SEC, but they must file what is known as a “Form D” electronically with the SEC after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company. 

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• Solicitation:

  • Marketed over the Internet, TV, Advertisements and Solicitation on Social Media

• Eligible Issuers:

  • Both SEC Registered and Private Companies 

• Eligible Investors:

  •  Only Accredited Investors

• Ascertaining Investors' Status as Accredited Investors:

  • Issuer may rely on various methods to "verify" accredited status

• Offering Size:

  • No Dollar Limit on Offering Size

• Disclosure:

  • Disclosure driven by market demands and liability concerns

• Liability:

  • Liability under General Rule 10b-5 Anti-Fraud provisions for any persons making untrue statements

• Resales:

  • Securities are "restricted" and cannot be freely resold

• Intermediaries:

  • ALL Intermediaries MUST be Registered Broker Dealers

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To Retain and Engage Syndicate Legal Support Services for a Rule 506 Offering under Regulation D:

  

Syndicate Legal Support Services regularly works with companies and their legal counsel with respect to the drafting of Private Placement Memorandums; we consider it one of our specialties. Along with the complete custom drafting of the entire Regulation D Private Placement Memorandum, our team will proactively assist you in ensuring you have the necessary filing codes to submit the Form D.

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The process of drafting the Regulation D Private Placement Memorandum can take anywhere from a couple of days to a couple of weeks, depending on the amount of material and the complexity of the Offering.

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Service(s) to be Provided:​

• Drafting & Preparation of a State & Federal Securities Laws Compliant Rule 506 Offering under Regulation D.

  • Our Custom Rule 506 under Regulation D Offering Preparation includes Offering Structuring, Development of a Presentation Grade Private Placement Memorandum ("PPM"), all SEC Filing(s) as required, State filing support (as required), State & Federal Securities Laws Compliance Review,  and access to our Broker-Dealer Network & Institutional Investment Banking Network.

• Registration of all Form D's with the United States Securities and Exchange Commission for the sale of all Securities by the Company.

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RATES:

Rates will be based on an Hourly Rate of $45.00 per hour plus expenses incurred including, but not limited to, postage and purchase of any special software necessary to complete task. Time to complete the job will be estimated and any projects estimated over $200.00 will require a TBD down payment. Syndicate Legal Support Services Bills for Services Rendered each week. Syndicate Legal Support Services requires a signed contract, which outlines the project details, prior to beginning any work. 

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