February 3, 2026
Regulation D Compliance: Penalties You Must Know
Failing to comply with Regulation D when raising capital can trigger serious fallout—civil penalties, investor rescission rights (forcing you to return money, sometimes with interest), and reputational damage that makes future fundraising dramatically harder. The biggest avoidable mistakes are missing the Form D filing deadline (within 15 days of the first sale), violating solicitation rules (506(b) vs 506(c)), and failing to properly verify accredited investors in a 506(c) raise. In severe or intentional misconduct cases, enforcement can escalate into “bad actor” disqualification or even criminal exposure.
