Build the purchaser record for a Rule 506(b) or Rule 506(c) offering

Key facts

Human involvement: YellowClose supervision
How AI is used: For each purchaser, record the exemption the file says is being used, the documents in the file, and any written representation dated in the file. Count the purchasers named in the file. Write no statement that a person is accredited, and write no subscription document.
What the lawyer must review: You decide whether the offering meets Rule 506. Offers and sales that satisfy Rule 506(b) or Rule 506(c) are deemed transactions not involving any public offering within section 4(a)(2) of the Securities Act (17 CFR § 230.506(a)). Under Rule 506(b)(2)(i) there are no more than, or the issuer reasonably believes there are no more than, 35 purchasers of securities from the issuer in offerings under that section in any 90-calendar-day period. The rule points to Rule 501(e) for the calculation. This version does not apply Rule 501(e). Each purchaser who is not an accredited investor must, alone or with a purchaser representative, have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks, or the issuer must reasonably believe that immediately prior to sale (Rule 506(b)(2)(ii)). Under Rule 506(c)(2)(i) all purchasers of securities sold under paragraph (c) are accredited investors, and the issuer shall take reasonable steps to verify (Rule 506(c)(2)(ii)). The non-exclusive methods for a natural person apply only if the issuer does not know the person is not an accredited investor. They include an IRS form reporting income for the two most recent years (including Form W-2, Form 1099, Schedule K-1 to Form 1065, and Form 1040) plus a written representation of a reasonable expectation of reaching the necessary income in the current year. A prior verification, if the issuer is not aware of information to the contrary, may be met by a written representation at the time of sale, and that representation satisfies the obligation for five years from the prior verification date. Rule 501(a), which defines accredited investor, was not applied here. ABA Formal Opinion 512 requires independent verification of generated output.
Written for / version: United States versionUS

Who does what

Who does what
Role	What they do
Assistance	Do not begin AI assistance until the responsible lawyer has defined and confirmed its permitted scope.
Lawyer	Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output.

Checklist

Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.

Forms and precedents for this task

Forms and precedents for this task
Form or precedent	Kind	AI use	Summary
Regulation D private placement checklist	Checklist	AI use Yellow	Checklist for an offer under Rule 506(b) or Rule 506(c).
SEC Form D notice of an exempt offering	Form	AI use Yellow	Link to SEC Form D, the notice of an exempt offering under Rule 504 or 506 of Regulation D, or section 4(a)(5).
Accredited investor question list for Rule 506	Checklist	AI use Yellow	Question list covering the Rule 501(a) categories that were read, plus the Rule 506(c) verification examples.