Rule 506 of Regulation D provides two exemptions from registration of an offering of securities with the SEC:

506(b) Offering:

  • An issuer offering securities pursuant to rule 506(b) cannot use general solicitation or advertising to market the securities. Issuers are required to file Form D with the SEC, comply with state Blue Sky laws, and bad actor disqualification provisions.

506(c) Offering:

  • An issuer offering securities pursuant to rule 506(c) may broadly solicit and generally advertise an offering provided that, all purchasers in the offering are accredited investors, the issuer takes reasonable steps to verify purchasers’ accredited investor status, the issuer files Form D with the SEC, complies with state Blue Sky laws, and complies with bad actor disqualification provisions.

Assure's industry best-practice verification services ensure accurate information collection, a thorough review by a licensed CPA and a prompt status letter. We ensure the verification process integrates seamlessly with deal onboarding.



Blue Sky laws are state laws designed to protect investors from securities (investment) fraud. Each time Assure closes a fund or syndicate, we have to notify the states through statutory filings within 15 days. For example, if a fund is raised with investors from California, Florida, and Massachusetts, we notify those three states within 15 days of the close and pay the per state fee.

Helping you navigate the complexities of Compliance

Assure’s compliance team offers extensive knowledge and experience to guide you through the intricacies of compliance. We’ll help with on-going compliance training and consulting for your personnel. Our services complement and supplement your Special Purpose Vehicle (SPV)  or Fund Administration services and ensures compliance with applicable rules and regulations.