SYNDICATE LEGAL SUPPORT SERVICES

REGULATION D - RULE 506:

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Rule 506 of Regulation D is considered a “safe harbor” for the Private Offering Exemption of Section 4(2) of the Securities Act. Companies using the Rule 506 exemption can raise an unlimited amount of money. A company can be assured it is within the Section 4(2) exemption by satisfying the following standards:

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• The company cannot use general solicitation or advertising to market the securities unless they only accept investments from Accredited Investors pursuant to Rule 506(c);

• The company may sell its securities pursuant to Rule 506(b)to an unlimited number of “accredited investors” and up to 35 other purchases. Unlike Rule 505, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated—that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;

• Companies must decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. But companies must give non-accredited investors disclosure documents that are generally the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well;

• The company must be available to answer questions by prospective purchasers;

• Financial statement requirements are the same as for Rule 505; and

• Purchasers receive “restricted” securities, meaning that the securities cannot be sold for at least a year without registering them.

 

While companies using the Rule 506 exemption do not have to register their securities and usually do not have to file reports with the SEC, they must file what is known as a Form D after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s owners and stock promoters, but contains little other information about the company.

 

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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