---
title: "Regulation D private placement checklist"
url: "https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-reg-d-placement-checklist"
type: "precedent"
site: "AI Law Framework"
id: "a4-us-reg-d-placement-checklist"
area_id: "A4"
kind: "checklist"
ai_level: "yellow"
version: 1
task_ids: ["A4-X20260927-2", "A4-T1-R5", "A4-A20260923-1", "A4-K20261018-4"]
law_stated_as_at: "2026-10-22"
---

# Regulation D private placement checklist

> 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.

Canonical page: https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-reg-d-placement-checklist  
Law stated as at: 2026-10-22

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

## Key facts

- Kind: Checklist. Steps or checks to work through and tick off.
- Practice area: [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure.md)
- Jurisdictions: United States
- AI level: Yellow. You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at: 2026-10-22
- Status: Maintained. Checked on 2026-10-22 against the 4 authorities it cites, for United States.

## When to use it

Use when an issuer is preparing a private offer that is intended to rely on Rule 506. Do not use it as a Form D, as a securities opinion, or as permission to solicit.

## Used for these tasks

- [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)
- [Draft the information memorandum and investor presentation from source files](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/draft-the-information-memorandum-and-investor-presentation-from-source-f.md)
- [Extract selling restrictions and transfer limits from the offer documents](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/extract-selling-restrictions-and-transfer-limits-from-the-offer-document.md)
- [Check offer advertising and publicity against the restrictions](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/check-offer-advertising-and-publicity-against-the-restrictions.md)

## How AI may be used

Yellow: the lawyer chooses 506(b) or 506(c) and checks every purchaser against the rule before any sale.

**AI may:**

- Record whether the offer is under Rule 506(b) or Rule 506(c), and apply only that column.
- Count purchasers using Rule 501(e), including the exclusion of any accredited investor.
- List the reasonable-care steps in Rule 502(d) as questions, not as a completed legend.

**AI must not:**

- Do not treat the offer as exempt. The lawyer decides whether Rule 506 is available.
- Do not write the financial information required by Rule 502(b)(2)(i) to (iv). Those paragraphs were not read in full.
- Do not state integration consequences. Rule 502(a) was not read. The note to Rule 506(b)(2)(i) points to it.
- Do not complete the disqualifying events in Rule 506(d) past the conviction limb that was read.
- Do not prepare Form D. Use the separate notice checklist, and even that checklist does not reproduce the form.

**The lawyer checks:**

- Choose 506(b) or 506(c). They are not combined.
- Read Rule 502(a) before deciding whether two sales are one offering.
- Read the rest of Rule 506(d)(1), including orders, injunctions and bars, before clearing a covered person.
- Confirm state notice requirements separately. None were opened for this checklist.

## Authorities

- [17 CFR § 230.506](https://www.law.cornell.edu/cfr/text/17/230.506)
- [17 CFR § 230.501](https://www.law.cornell.edu/cfr/text/17/230.501)
- [17 CFR § 230.502](https://www.law.cornell.edu/cfr/text/17/230.502)
- [17 CFR § 230.503](https://www.law.cornell.edu/cfr/text/17/230.503)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/us-reg-d-placement-checklist and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

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