506(b) vs 506(c): Marketing Rules for Real Estate Sponsors
General solicitation, verification after the SEC's March 2025 staff letter, and compliance-aware marketing that still fills the pipeline.
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506(b) or 506(c)? Prepare for the counsel conversation.
Eight questions about your investors, minimums and marketing plans. You'll get a leaning, the reasons behind it, and the questions to bring to your securities attorney.
1. Do most of your expected investors already have a relationship with you?
2. Do you want to publicly advertise this specific offering (ads, public webinars, social)?
3. What is your minimum investment?
4. Do you plan to accept any non-accredited (sophisticated) investors?
5. Will your investors be comfortable providing accreditation verification?
6. Can your existing network cover most of this raise?
7. How urgent is the timeline?
8. Do you have the team and budget to run compliant paid campaigns?
Your plans lean toward
Answer to see
506(b)506(c)
0 of 8 answered
Ask your counsel
- Which exemption fits our investor base and marketing plans?
- What counts as a pre-existing, substantive relationship for us?
- How should we verify accreditation under 506(c)?
Educational tool only. Not legal advice. Your securities counsel decides your exemption.
How to use it
Four steps
- Answer each question based on your next offering.
- Read the leaning and the reasons behind it.
- Bring the counsel questions to your securities attorney.
- Read our 506(b) vs 506(c) guide for context.
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