What Counts as General Solicitation? The Trigger for a 506(c) Workflow

Most issuers don’t start with the question: “Am I doing general solicitation?”

They start with:

• “Can we post this on LinkedIn?”
• “Can we host a webinar?”
• “Can we put this on our website?”

However, these decisions determine whether you stay in 506(b) or trigger a full 506(c) verification workflow.

The Real Shift: From Relationship to Visibility

Under Regulation D:

• 506(b) relies on pre-existing substantive relationships
• 506(c) allows general solicitation, but requires verified accredited investors

The moment your marketing becomes broadly visible to people you don’t know, you’ve likely crossed into general solicitation 506(c) territory.

What Counts as General Solicitation? (By Channel)

The SEC defines general solicitation clearly, and it often comes down to how you market your offering.

Public Website

• Open-access deal pages = general solicitation
• Gated content (with basic screening) = potentially not

 If anyone can land on your site and see the offering, you’re likely in 506(c) territory.

Social Media Posts

• Posting investment or deal terms on LinkedIn, Twitter, or Facebook = general solicitation
• Even a “soft” promotion can qualify if it directs people to invest

 Social media private offering + no relationship = likely 506(c)

Webinars & Virtual Events

• Open registration webinars = general solicitation
• Invite-only sessions with known investors = may stay within 506(b)

 A webinar general solicitation depends on who can access it, not just the content.

Webinar Replays

• Posting a replay publicly = general solicitation
• Even if the live event was private

 This is a common mistake: distribution matters as much as the event itself.

Podcasts & Media Appearances

• Discussing specifics of your offering on a public podcast = general solicitation
• Even if framed as “education”

 If the details of the offering may cause listeners to act on it, it’s likely a general advertising private offering

Press Releases

• Public announcements of investment returns = general solicitation
• Especially if they reference investment opportunities

 Visibility + intent = trigger

Email Newsletters

• Sent to a broad, unverified list = potential general solicitation
• Sent to known investors = may remain 506(b)

 The key factor is the relationship, not just the distribution channel

The Hidden Line: Pre-Existing Substantive Relationships

This is where many issuers misjudge risk.

A pre-existing substantive relationship means:

• You know the investor
• You’ve evaluated their financial sophistication
• The relationship existed before the offering

Without this, even “private” outreach can be treated as general solicitation.

What This Means for You

This is where strategy meets operations.

If you cross into general solicitation:

• Every investor must be verified
• Your process must be consistent and documented
• Ad hoc or relationship-based checks are no longer enough

The broader decision framework between 506(b) and 506(c) ties directly into offering structure.

Conclusion

General solicitation comes down to how broadly your offering is shared and the details shared.

A single marketing decision can shift your entire compliance model:

• From private → public
• From self-certification → verification
• From simple → systemized

The moment your offering becomes visible to strangers, verification becomes part of your infrastructure.