Private Funds: SEC Capital Raising Exemptions Overview

The Securities and Exchange Commission amended the rules under the Securities Act of 1933 to simplify, harmonize, and improve certain aspects of the exempt offering framework to promote capital formation while preserving or enhancing important investor protections.

The amendments generally:

• Establish more clearly, in one broadly applicable rule, the ability of issuers to move from one exemption to another;
• increase the offering limits for Regulation A, Regulation Crowdfunding, and Rule 504 offerings, and revise certain individual investment limits;
• set clear and consistent rules governing certain offering communications, including permitting certain “test-the-waters” and “demo day” activities; and
• harmonize certain disclosure and eligibility requirements and bad actor disqualification provisions.

An updated summary chart of the offering exemptions is included at the end of this fact sheet for reference.

‍

‍