A practical update for Florida startups, fund managers, and real estate syndicators on the federal Reg D amendments and the Florida OFR notice-filing changes.
What changed in October 2024
The SEC finalized amendments to Regulation D in October 2024 that took effect in Q1 2025. Four changes matter most for Florida issuers: (1) tightened accredited investor verification standards for 506(c) offerings, (2) expanded Form D reporting requirements including anonymized investor demographics, (3) updated integration safe harbors for concurrent offerings, and (4) a new ‘bad actor’ disqualification review extending beyond the officer-director circle. Florida’s OFR updated its notice filings in parallel.
None of these changes are intended to make Reg D harder to use — the SEC has framed them as modernization. But a filer who hasn’t updated their playbook since 2023 will make avoidable mistakes.
506(b) vs. 506(c): a refresher
Rule 506(b) allows an unlimited raise from an unlimited number of accredited investors and up to 35 non-accredited ‘sophisticated’ investors, but prohibits general solicitation. 506(c) allows general solicitation (including public advertising, LinkedIn posts, email blasts) but requires that all investors be accredited and that the issuer take ‘reasonable steps to verify’ accredited status.
Most Florida startup rounds use 506(b) because founders know their first investors personally. Most Florida real estate syndications use 506(c) because they rely on public outreach. Fund managers split roughly 70/30 in favor of 506(b) for their first fund and tilt toward 506(c) in later funds once marketing matters more.
The tightened 506(c) verification rules
Before 2025, the SEC gave issuers broad ‘principles-based’ latitude to design their own verification procedures. The October 2024 amendments narrowed that. Issuers now must use one of four enumerated methods OR obtain a written certification from a qualified third party (CPA, attorney, registered broker-dealer, or SEC-registered investment adviser). The enumerated methods: W-2 + self-certification of continued accreditation, Schedule K-1 review, asset statements from banks or brokers, or credit reports supported by self-certification.
Practical effect: if you were using a do-it-yourself questionnaire and self-certification alone, that’s no longer sufficient. We now route Florida 506(c) issuers through a verification service (VerifyInvestor, Parallel Markets, or similar) as standard practice.
Form D changes
Form D now requires disclosure of the aggregate investor headcount by category and check size, and anonymized demographic data the SEC uses for policy analysis. Florida’s OFR notice filing tracks the federal Form D; the Florida filing fee remains modest (around $300 plus escrow agent costs where applicable).
Integration: running concurrent offerings
The new integration safe harbors tighten the time windows for separate, non-integrated offerings and clarify that information shared between offerings is scrutinized. If you’re running a 506(b) friends-and-family round and a 506(c) public raise side by side, ensure the distinct ‘tests’ for each offering are met — or consolidate into 506(c).
Bad-actor diligence post-2024
Rule 506(d)’s bad-actor disqualification previously required a look-back on directors, officers, general partners, and 20% beneficial owners. The 2024 amendments extended this scrutiny to certain promoters, solicitors, and affiliates. Build your bad-actor questionnaire to cover the expanded universe, and document the inquiry process contemporaneously.
Florida-specific filings and fees
- Federal Form D filing with the SEC within 15 days of the first sale.
- Florida OFR notice filing on Form BD-501NF, with fee.
- Filings in every other state where investors reside, using NASAA’s Electronic Filing Depository.
- For 506(c) offerings with general solicitation, written verification of accredited status for each investor retained for five years.
- For Florida-based issuers, ensure Chapter 517 exemption compliance — Reg D federal preemption is not automatic; it requires a proper notice filing.
Crypto token offerings and Reg D
Pre-CLARITY, many token projects used Reg D 506 as a vehicle for initial token sales. Post-CLARITY, non-security digital assets should generally be distributed under the § 4(a)(8) regime rather than Reg D. Reg D remains the right vehicle only where the token is, in fact, a security — for example, where it carries equity-like revenue-sharing features. Stacking both regimes in one sale is not permitted and invites enforcement.
Common mistakes in 2026 Florida filings
- Relying on pre-2025 verification procedures for 506(c) offerings.
- Missing the Florida notice filing deadline after the first Florida sale.
- Posting to LinkedIn or a podcast during a 506(b) raise and inadvertently triggering general solicitation.
- Failing to update the bad-actor questionnaire to cover post-2024 expanded categories.
- Running a 506(b) and a 506(c) simultaneously without demonstrating that the two are non-integrated.
- Using a generic subscription agreement without Florida-specific investor representations and choice-of-law provisions.
Frequently asked questions
Frequently asked questions
What are the October 2024 Reg D amendments?
The SEC finalized amendments in October 2024 that took effect in Q1 2025 tightening accredited investor verification for 506(c), expanding Form D disclosures, updating integration safe harbors, and extending bad-actor diligence.
Does Florida require its own filing when I do a Reg D offering?
Yes. After your federal Form D, file a notice with the Florida Office of Financial Regulation using Form BD-501NF, with a modest fee. Do this within the SEC’s 15-day window for consistency.
Can I advertise my Reg D offering?
Only if you’re doing a 506(c) offering, in which case you can advertise publicly but must verify every investor as accredited using one of the SEC’s enumerated methods or a written certification from a qualified third party. In a 506(b) offering, general solicitation is prohibited.
What qualifies an investor as ‘accredited’?
For individuals, the common thresholds are: $1M+ net worth excluding primary residence, or $200k+ annual individual income ($300k joint) for the last two years with a reasonable expectation of the same this year, or holding specified professional certifications (Series 7, 65, or 82), or being a ‘knowledgeable employee’ of certain private funds.
How much does a typical Florida Reg D 506 filing cost?
Legal fees for a clean Reg D filing (subscription documents, Form D preparation, Florida notice filing, state multi-state analysis, bad-actor review) run roughly $7,500 to $25,000 depending on investor count and state coverage. 506(c) offerings run toward the top of that range due to verification workflow.
Can I use Reg D for a crypto token offering?
Yes, if the token is a security. If the token is a digital commodity or utility token, use the CLARITY Act § 4(a)(8) regime instead. Do not try to mix both.
What happens if I miss the Form D filing deadline?
Missing the SEC’s 15-day deadline does not automatically invalidate the exemption, but it can create issues with future offerings (integration issues, state filing deficiencies). The SEC has historically been forgiving for late filings if promptly cured; don’t rely on that continuing indefinitely.
Who counts as a ‘bad actor’?
Under Rule 506(d), as amended, bad-actor status arises from specified SEC orders, criminal convictions, court injunctions, and regulatory sanctions. The 2024 amendments extended the covered-person universe beyond directors, officers, and 20% owners to include certain promoters and solicitors. Run a current questionnaire for your full team and retain the documentation.
Talk to us. Planning a Reg D raise in Florida in 2026? Email john@montague.law with your offering size, investor mix, and whether you plan general solicitation with your offering. We’ll send back a short structuring memo and a checklist tailored to your facts.
