---
title: "Build the purchaser record for a Rule 506(b) or Rule 506(c) offering"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/build-the-investor-eligibility-record-for-an-offer-made-without-disclosu/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-X20260927-2-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

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

> 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.…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/build-the-investor-eligibility-record-for-an-offer-made-without-disclosu/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Build the investor eligibility record for an offer made without disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/build-the-investor-eligibility-record-for-an-offer-made-without-disclosu.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Rule 506(c)(1) requires Rule 501 and Rule 502(a) and (d). It does not, by that sentence, require the Rule 502(b) information schedule.
- A Rule 506(b) count that drops purchasers under Rule 501(e) needs that paragraph opened. This record counts every purchaser named in the file.
- The net-worth document list and the list of persons who may give written confirmation in Rule 506(c)(2)(ii) were not used. Quote only a method the file itself names.

## Sources

- [17 CFR § 230.506, exemption for limited offers and sales without regard to dollar amount](https://www.law.cornell.edu/cfr/text/17/230.506) (checked 2026-10-22)
- [17 CFR § 230.502, general conditions to be met in Regulation D offerings](https://www.law.cornell.edu/cfr/text/17/230.502) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Regulation D private placement checklist](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-reg-d-placement-checklist.md) | Checklist | Yellow | Checklist for an offer under Rule 506(b) or Rule 506(c). Purchaser limits, solicitation, resale and the conviction limb of the bad-actor rule are taken from the text that was read. |
| [SEC Form D notice of an exempt offering](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-sec-form-d.md) | Form | 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). It is filed on EDGAR within 15 calendar days after the first sale.… |
| [Accredited investor question list for Rule 506](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-accredited-investor-questions.md) | Checklist | Yellow | Question list covering the Rule 501(a) categories that were read, plus the Rule 506(c) verification examples. It does not decide that a purchaser is accredited. |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*