Raising Capital with Regulation D: A Smart Move for Syndicators & Fund Managers

Raising capital doesn’t have to mean IPOs, venture capital, or navigating Wall Street gatekeepers. Regulation D opens a direct, legal path for real estate syndicators, fund managers, and entrepreneurs to raise private money on their own terms. This episode breaks down the fundamentals of Regulation D and its two most popular exemptions: Rule 506(b) and Rule 506(c). Learn the strategic benefits of each—whether you want to approach existing investor relationships or publicly advertise to accredited investors—and understand how to structure your offering to stay compliant with SEC rules. If you’re a real estate developer, startup founder, or sponsor with a proven business model and a need for capital, this guide helps you unlock capital while staying in control. Whether you're raising your first syndication or expanding your fund, Regulation D can be your competitive advantage.

Read more about PPMs - What Is In A Private Placement Memorandum?: https://www.moschettilaw.com/private-placement-memorandum-attorney/

Read more about the SEC and Reg D - The SEC And It’s Reg D: https://www.moschettilaw.com/sec-reg-d/

Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, as well as private equity firms. Our attorney, Tilden Moschetti, is determined to keep the firm’s ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory churning out private placement memorandums or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.)

As for the client experience, we give real-time answers with Tilden Moschetti without making you book an official appointment or get passed along to associates or paralegals. We’ll work with your ambitions and overall vision to help you close the current deal and fill in that ‘missing’ piece – whatever you need – to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).

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#Syndication #PrivatePlacementMemorandum #PPM

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Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only. Information from these online sources may not constitute the most up-to-date legal or other information.

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Episode Transcript

(00:00):
Most businesses dream of raisingcapital, but few realize that
Regulation D gives you a legal,streamlined path to do it
without needing Wall Streetventure capital firms or public
offering today, we're unlockinghow you can raise real money on
your terms through Reg D. Hi,I'm Tilden Moschetti, founder of
Moschetti syndication law, Ihelp businesses syndicators and

(00:24):
fund managers use Regulation Dto legally raise capital faster,
smarter and without unnecessaryrisk. Today, I'm going to show
you why Reg D is your secretweapon for funding growth and
how to use it. Right? You

(00:50):
raising capital is one of thebiggest leaps a business owner
can take, and also one of themost intimidating. When people
hear about raising money, theyimagine billion dollar IPOs SEC
armies and years of gruelingcompliance work. What most
people don't realize is thatRegulation D exists specifically

(01:10):
to solve this problem forprivate businesses and private
funds. Regulation D is theworkhorse of private capital
raising in the United States.It's not flashy. It doesn't get
news or headlines like venturecapital rounds or tech IPOs, but
it's responsible for hundreds ofbillions of dollars flowing into

(01:31):
businesses every year. What itdoes is simple, it creates a
legal exemption from the SECfull registration process,
allowing businesses to raise anunlimited amount of capital
privately, as long as theyfollow some very specific and
manageable rules when you useReg D properly, you can raise as

(01:54):
much money as you want withoutregistering a public offering.
You can move faster. You cancontrol where your investors
are. You can tailor the dealterms to your needs. In short,
you keep ownership and decisionmaking power closer to home. The
most common tools insideRegulation D are Rule 506 B and

(02:15):
Rule 506 C. Each offers adifferent path to capital. Under
506, B, you can raise quietlyfrom investors. You already know
no public advertising is allowednow. This works beautifully. If
you have a strong network,friends, family, past clients,
close connections, you don'thave to verify accreditation

(02:36):
beyond a simple signedquestionnaire. It's a
straightforward and efficientmanner, but you have to stay
private. A single ad, a socialpost or a public announcement,
can blow your exemption Rule 506C is for businesses ready to
take a bigger leap under 506 C,you can publicly advertise your

(03:00):
offering. You can roast you canrun posts on Facebook, LinkedIn,
Facebook ads, host webinars,build a national presence, but
there's a price. Every singleinvestor must be accredited, and
you must verify thataccreditation status with
documentation or professionalletters. You can't rely on

(03:22):
trust. You have to prove it. Theextra effort, though, opens up
the door to far broader investorpools and much bigger raises,
but it also requires tightersystems and discipline. In both
parts, there are common threads.You must file a Form D with the
SEC. You must handle the bluesky filings where your investors

(03:43):
reside. You must disclose riskshonestly and transparently to
protect yourself from futureclaims, and you must respect
that raising money frominvestors carries serious
fiduciary responsibilities. Thisisn't like selling a product.
You're handling other people'scapital, their money that
demands professionalism at everystep. The beauty of Regulation D

(04:07):
is how flexible it is acrossindustries. Real estate
developers use it, crypto andblockchain projects use it,
startups, energy ventures,FinTech platforms, all kinds of
businesses tap into privatecapital under Regulation D, it's
one of the most versatilefunding strategies available if
you understand how to use itproperly. And the real

(04:30):
opportunity is bigger than justraising money. It's building
investor relationships thatlast. When you treat your
investors Well, when youstructure deals fairly,
communicate transparently anddeliver on your promises. You're
not just raising money for thisproject, you're creating a long
term capital network that youcan tap into again and again.

(04:53):
Regulation D unleashes thisfunding potential. It frees you
from the bottleneck of two.Traditional bank loans, the
gatekeeping of venture capitalfirms and the crushing overhead
of public offerings. It lets youcreate opportunities on your
terms, responsibly, legally andpowerfully, if you understand

(05:15):
the rules building your offerright and communicating with
investors the right way theydeserve. Well, then Regulation D
isn't just a compliance tool.It's your growth engine. You
don't need Wall Street'spermission to grow your
business. You need a smartstrategy, a clean offering and a
trusted legal framework, andthat's what Regulation D

(05:38):
provides if you want helpsetting up a Reg D offering that
protects you and attracts theright investors reach out. I'm
Tilden Moschetti, thanks forwatching, and let's build
something amazing together. You.