How much you can raise under Regulation D (Reg D) depends entirely on which specific "Rule" or path you choose.
For the most popular options, the limit is actually unlimited.
Here is the breakdown of the three main pathways under Reg D:
1. Rule 506(b) — Unlimited Capital
This is the absolute workhorse of the private equity and startup world.
- Maximum Raise: Unlimited
- Public Advertising: Strictly prohibited (no general solicitation). You can only pitch to investors with whom you have a pre-existing substantive relationship.
- Who can invest: Unlimited "accredited investors" (wealthy/institutional investors) and up to 35 non-accredited (but sophisticated) investors.
2. Rule 506(c) — Unlimited Capital
Introduced to allow companies to publicly advertise their fundraise.
- Maximum Raise: Unlimited
- Public Advertising: Allowed (you can post about it on social media, your website, etc.).
- Who can invest: Accredited investors only. You cannot accept any non-accredited investors, and you must take active, reasonable steps to verify their financial status (like reviewing tax returns or W-2s).
3. Rule 504 — Up to $10 Million
This is designed for smaller, more localized capital raises.
- Maximum Raise: $10 million within a rolling 12-month period.
- Public Advertising: Allowed under specific state-level conditions.
- Who can invest: Anyone (both accredited and non-accredited investors).
Note on "Accredited Investors": To qualify as an individual accredited investor, a person generally needs an annual income exceeding $200,000 (or $300,000 jointly with a spouse/partner) for the past two years, or a net worth exceeding $1 million (excluding their primary home).
Are you trying to figure out which of these rules makes the most sense for a specific project or business you're funding?