# What Are the Main Differences between Regulation D Rule 506(B) and 506(C)? ⎊ Path

**Published:** 2025-12-04
**Author:** Greeks.live
**Categories:** Path

---

## What Are the Main Differences between Regulation D Rule 506(B) and 506(C)?

The main difference between Rule 506(b) and 506(c) is how an issuer can solicit investors. Under Rule 506(b), issuers cannot use general solicitation or advertising to market the securities.

However, they can sell to an unlimited number of accredited investors and up to 35 sophisticated non-accredited investors. In contrast, Rule 506(c) permits general solicitation and advertising, but issuers must take reasonable steps to verify that all purchasers are accredited investors, and sales to non-accredited investors are not allowed.

- [Explain the Main Difference between Reg a and Reg D Exemptions](https://learn.greeks.live/path/explain-the-main-difference-between-reg-a-and-reg-d-exemptions/)

- [How Does a “Private Placement” Differ from a Public STO?](https://learn.greeks.live/path/how-does-a-private-placement-differ-from-a-public-sto/)

- [What Is the Purpose of an ‘Accredited Investor’ Requirement in a Security Token Sale?](https://learn.greeks.live/path/what-is-the-purpose-of-an-accredited-investor-requirement-in-a-security-token-sale/)

- [What Are the Primary Regulatory Exemptions Used for STOs?](https://learn.greeks.live/path/what-are-the-primary-regulatory-exemptions-used-for-stos/)

- [How Does the Concept of ‘Accredited Investor’ Apply to Security Token Sales?](https://learn.greeks.live/path/how-does-the-concept-of-accredited-investor-apply-to-security-token-sales/)

- [What Are the Risks of Including Non-Accredited Investors in a 506(B) Offering?](https://learn.greeks.live/path/what-are-the-risks-of-including-non-accredited-investors-in-a-506b-offering/)

- [Why Does the SEC Restrict Unregistered Securities Sales to Accredited Investors?](https://learn.greeks.live/path/why-does-the-sec-restrict-unregistered-securities-sales-to-accredited-investors/)

- [How Does the Concept of “Accredited Investor” Impact Token Sales?](https://learn.greeks.live/path/how-does-the-concept-of-accredited-investor-impact-token-sales/)

## Glossar

### [Regulation D Rule 506(B)](https://learn.greeks.live/area/regulation-d-rule-506b/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)

Offering ⎊ Regulation D Rule 506(B) establishes a private placement exemption from SEC registration requirements, permitting companies to raise capital without the extensive disclosures mandated for public offerings.

### [Rule 506(C)](https://learn.greeks.live/area/rule-506c/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)

Exemption ⎊ Rule 506(c) is a specific exemption under Regulation D of the U.S.

### [General Solicitation](https://learn.greeks.live/area/general-solicitation/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)

Regulation ⎊ General solicitation refers to the public offering of securities to a broad audience, including non-accredited investors, through advertising or public communication.

## Discover More

### [What Are the Key Differences between Proof-of-Work and Proof-of-Stake Consensus Mechanisms regarding Network Security?](https://learn.greeks.live/path/what-are-the-key-differences-between-proof-of-work-and-proof-of-stake-consensus-mechanisms-regarding-network-security/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)
![What Are the Key Differences between Proof-of-Work and Proof-of-Stake Consensus Mechanisms regarding Network Security?](https://learn.greeks.live/wp-content/uploads/2025/10/Quantum-Entanglement-Parity-Violation-in-High-Frequency-Crypto-Derivatives-Settlement-Mechanisms.webp)

PoW security is based on costly computation (work), while PoS security is based on costly economic collateral (stake).

### [What Are the Key Differences between an RFQ Platform and a Central Limit Order Book (CLOB)?](https://learn.greeks.live/path/what-are-the-key-differences-between-an-rfq-platform-and-a-central-limit-order-book-clob/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)
![What Are the Key Differences between an RFQ Platform and a Central Limit Order Book (CLOB)?](https://learn.greeks.live/wp-content/uploads/2025/10/Reflective-Quantum-Resonator-Assembly-Modeling-Decentralized-Autonomous-Organization-Governance-Mechanism.webp)

RFQ is private, quote-based, and ideal for block trades; CLOB is public, order-driven, and transparent.

### [What Are the Key Differences between a Consortium Blockchain and a Private Blockchain in Financial Settlements?](https://learn.greeks.live/path/what-are-the-key-differences-between-a-consortium-blockchain-and-a-private-blockchain-in-financial-settlements/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)
![What Are the Key Differences between a Consortium Blockchain and a Private Blockchain in Financial Settlements?](https://learn.greeks.live/wp-content/uploads/2025/10/Ergonomic-Cryptocurrency-Wallet-Interface-and-On-Chain-Derivative-Execution-Stylus-Mechanism.webp)

A private blockchain has one owner; a consortium has multiple owners, decentralizing control over settlements.

### [What Is the Purpose of Regulation Crowdfunding (Reg CF)?](https://learn.greeks.live/path/what-is-the-purpose-of-regulation-crowdfunding-reg-cf/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)
![What Is the Purpose of Regulation Crowdfunding (Reg CF)?](https://learn.greeks.live/wp-content/uploads/2025/10/Macro-View-of-Digital-Asset-Custody-Interface-Indicating-On-Chain-Settlement-Mechanism-Fidelity.webp)

To allow small, non-accredited retail investors to participate in early-stage company fundraising (STOs) up to a financial limit.

### [How Does Regulation a (Reg A) Facilitate Smaller Security Offerings?](https://learn.greeks.live/path/how-does-regulation-a-reg-a-facilitate-smaller-security-offerings/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)
![How Does Regulation a (Reg A) Facilitate Smaller Security Offerings?](https://learn.greeks.live/wp-content/uploads/2025/10/Modular-Digital-Asset-Custody-Casing-Illuminating-Inner-Turquoise-Indicator-For-Crypto-Derivates-Settlement.webp)

Allows raising up to $75 million from all investors with a qualified offering statement, less burdensome than an IPO.

### [What Are the Key Differences between a Tokenized Option and a Perpetual Futures Contract in Terms of the Underlying Token Standard?](https://learn.greeks.live/path/what-are-the-key-differences-between-a-tokenized-option-and-a-perpetual-futures-contract-in-terms-of-the-underlying-token-standard/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)
![What Are the Key Differences between a Tokenized Option and a Perpetual Futures Contract in Terms of the Underlying Token Standard?](https://learn.greeks.live/wp-content/uploads/2025/10/Layered-Cryptocurrency-Option-Settlement-Stack-Visualization-of-Dynamic-Strike-Price-Convergence-Mechanisms.webp)

Options are unique (NFT/ERC-721) due to expiry/strike; perpetual futures are standardized (ERC-20) for tradable positions.

### [What Are the Primary Differences between an ISDA Master Agreement and a Traditional Futures Account Agreement?](https://learn.greeks.live/path/what-are-the-primary-differences-between-an-isda-master-agreement-and-a-traditional-futures-account-agreement/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)
![What Are the Primary Differences between an ISDA Master Agreement and a Traditional Futures Account Agreement?](https://learn.greeks.live/wp-content/uploads/2025/10/Modular-Convergence-Points-in-Decentralized-Finance-Protocol-Interoperability-Architecture.webp)

ISDA is for OTC bilateral risk and netting; futures agreements rely on the CCP for risk mitigation and exchange rules.

### [How Does Regulation A+ Differ from Regulation D for Raising Capital?](https://learn.greeks.live/path/how-does-regulation-a-differ-from-regulation-d-for-raising-capital/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)
![How Does Regulation A+ Differ from Regulation D for Raising Capital?](https://learn.greeks.live/wp-content/uploads/2025/10/Emergent-Malleability-of-Atomic-Ledger-Structures-Highlighting-Embedded-Opacity-In-Decentralized-Financial-Primitives.webp)

Regulation A+ is a mini-IPO for the general public, requiring SEC qualification, while Regulation D is a private placement for accredited investors.

### [What Are the Differences between Single-Function and Cross-Function Reentrancy Attacks?](https://learn.greeks.live/path/what-are-the-differences-between-single-function-and-cross-function-reentrancy-attacks/?utm_source=crypto.greeks.live&utm_medium=referral&utm_campaign=satellite)
![What Are the Differences between Single-Function and Cross-Function Reentrancy Attacks?](https://learn.greeks.live/wp-content/uploads/2025/10/Asymmetric-Cross-of-Mint-Green-and-Beige-Clock-Hands-Over-Abstract-Dark-Cyan-Quadrants.webp)

Single-function reentrancy attacks exploit one function recursively, while cross-function attacks use one function to exploit another.

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**Original URL:** https://learn.greeks.live/learn/what-are-the-main-differences-between-regulation-d-rule-506b-and-506c/
