SEC Regulation D (Reg D): Definition, Requirements & 2025 Advantages

As global capital markets become more interconnected, Australian startups and sophisticated investors are increasingly looking to the US for funding opportunities. At the heart of US private capital raising is SEC Regulation D (Reg D), a set of rules that unlocks access to US investors while streamlining compliance. Whether you’re an Aussie founder eyeing American capital or an investor curious about cross-border deals, understanding Reg D in 2025 is crucial to navigating risks and leveraging new opportunities.

What Is SEC Regulation D?

Regulation D is a series of rules under the US Securities Act of 1933, designed to facilitate private fundraising by exempting certain offerings from full SEC registration. In simple terms, it lets companies—Australian or otherwise—raise money from accredited investors in the US without the cost and complexity of a public offering.

There are three main rules under Reg D:

• Rule 504: Allows offerings up to US$10 million in a 12-month period (limit increased in 2021 and reaffirmed for 2025), with fewer disclosure requirements.
• Rule 506(b): Permits unlimited fundraising from accredited investors and up to 35 non-accredited, provided there’s no general advertising.
• Rule 506(c): Allows general solicitation but mandates that all investors are accredited, with stricter verification.

For Australian companies, Reg D can offer a compliant gateway to US capital, provided they adhere to the rules on investor eligibility, disclosures, and anti-fraud provisions.

Key Requirements for Australian Issuers and Investors

In 2025, the SEC has reaffirmed and clarified several requirements that affect both foreign issuers (like Aussie startups) and investors:

• Accredited Investor Verification: For Rule 506(c) offerings, companies must take “reasonable steps” to verify that investors meet the accredited investor criteria. This means reviewing income, assets, and credentials—not just ticking a box.
• Form D Filing: Issuers must file Form D electronically with the SEC within 15 days after the first sale. This is a public notice, not a full prospectus, but it’s a regulatory must.
• Offering Limits: Rule 504’s US$10 million cap is indexed for inflation, and the SEC has kept this threshold for 2025. Rule 506 remains unlimited in amount.
• General Solicitation: Only allowed under Rule 506(c), and only if all investors are accredited and properly verified.
• State Blue Sky Laws: While Reg D preempts most state laws, some state-level filings and fees may still apply. Australian companies should consult local US counsel to avoid pitfalls.

For investors, especially high-net-worth Australians, Reg D deals can offer access to early-stage US tech, biotech, and property syndicates—though not without risk. As of 2025, Australia’s foreign investment rules (FIRB) continue to allow outbound investment into US private offerings, but tax and compliance advice remain essential.

Why Reg D Matters: Advantages in 2025

Reg D remains the workhorse of US private capital markets, and its relevance for Australians is only growing. Here’s why:

• Speed to Market: Skipping full SEC registration slashes months off the capital-raising timeline—vital for startups seeking fast growth.
• Cost Savings: Legal and compliance costs are far lower than a public offering, making Reg D accessible for early-stage ventures.
• Investor Pool: Access to the world’s deepest pool of accredited investors, including VCs, family offices, and institutional funds.
• Flexibility: Multiple rules under Reg D allow for tailored approaches: quiet “friends and family” rounds (506b), or full-scale public campaigns (506c).
• Cross-Border Friendly: The SEC continues to welcome foreign issuers under Reg D, provided US anti-fraud and disclosure standards are met.

Example: In 2025, several Sydney-based fintechs have completed successful US capital raises under Rule 506(c), using digital investor onboarding platforms that automate accredited investor verification and Form D filings. On the investor side, Australian family offices are joining US syndicates in biotech and AI, leveraging Reg D’s streamlined compliance to diversify their portfolios.

Risks and What to Watch in 2025

While Reg D is powerful, it’s not risk-free. Key watchpoints for 2025:

• SEC Scrutiny: The SEC is stepping up enforcement against improper verification of accredited investors, especially with more online offerings.
• Fraud Risks: Private offerings can attract bad actors—thorough due diligence is non-negotiable.
• Liquidity: Reg D securities are usually restricted for resale, meaning investors may not be able to exit quickly.

Australian startups and investors should also monitor any changes in US-AU tax treaties, FIRB outbound investment rules, and local ATO treatment of foreign gains, all of which impact the net returns from Reg D opportunities.