The 506(c) Advertising Checklist

Rule 506(c) lets you advertise a private offering publicly, as long as every investor is accredited and you take reasonable steps to verify it. Use this checklist with your securities attorney before your first ad goes live. It is educational and not legal advice.

Before you advertise

Confirm with your attorney that the offering is being made under Rule 506(c), not 506(b).
If you previously relied on 506(b) for this offering, agree with your attorney how and when you can switch. Once you advertise publicly, you cannot go back to 506(b) for that offering.
Check that no covered person is subject to a "bad actor" disqualification under Rule 506(d).
Plan your Form D: it is due within 15 days after the first sale, with the 506(c) box checked.
List the states you expect investors from and add any state notice filing deadlines to your calendar.

Investor verification

Every purchaser must be accredited. Self-certification alone is not enough under 506(c).
Choose your verification method: third-party verification letter, review of income or net worth documents, or the minimum-investment approach.
Minimum-investment approach (SEC staff no-action letter, March 2025): a minimum of $200,000 for individuals or $1,000,000 for entities, plus written representations that the investor is accredited and the investment is not financed by a third party, can support reasonable verification. Confirm with your attorney before relying on it.
Keep a record of how each investor was verified.

What your ads and landing pages can say

Describe your strategy, team, track record and process factually.
Avoid promising or implying returns. No "guaranteed", "safe" or "risk-free" language.
Any performance figures must be accurate, balanced and presented with the context your attorney requires.
Include clear risk language and state that the offering is for accredited investors only.
Keep a dated copy of every ad, email and landing page you publish.

Your funnel

Send ads to a dedicated landing page, not straight to the subscription documents.
Capture interest first, then verify accreditation before sharing offering documents.
Follow up quickly. Investors contacted within minutes are far more likely to book a call than those followed up days later.
Track every stage: impressions, clicks, leads, calls booked, verified investors, capital committed.

Launch day

Attorney has reviewed all ad copy, landing pages and email sequences.
Verification process is live and tested.
Form D and state filing dates are in the calendar.
CRM tags and follow-up automations are switched on.

Want the next step? See our guide to Reg D advertising limits or book a strategy call.

The 506(c) Advertising Checklist

Before you advertise

Investor verification

What your ads and landing pages can say

Your funnel

Launch day

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