Reg D PPM Checklist: Disclosures, Risks, and 506(b) vs 506(c)

Getting investors interested in your private offering is just the first step. What really matters is building credibility through proper Private Placement Memorandum (PPM).

In 2024, more than 32,500 Reg D offerings raised $2.1 trillion. This massive figure shows just how vital a professional Private Placement Memorandum checklist has become in U.S. capital markets.

A Private Placement Memorandum is a formal legal document when you offer private securities under Regulation D of the Securities Act. A PPM gives potential investors everything they need to know:

1. Your business operations and strategy
2. Current financial condition
3. Management team and their background
4. How the offering works
5. Real risks they need to understand

At its core, every offering memorandum focuses on risk disclosure, offering terms, and investor protections.

In a private placement, the choice between Rule 506(b) and Rule 506(c) under Regulation D can shape your entire fundraising strategy:

• 506(b) allows raising from existing relationships but restricts advertising.
• 506(c) opens public marketing but requires verified accredited investors.

This guide walks you through every part of the Reg D PPM process, including:

• The complete Reg D PPM checklist
• Mandatory disclosures and risk factors
• Subscription agreements and investor documentation
• Form D and Blue Sky filings
• Investor suitability requirements
• Timelines, costs, and common red flags

Whether you’re planning your first raise or refining your next one, this guide helps you prepare a compliant and defensible private placement memorandum that meets today’s investor and regulatory standards.

Why a Reg D Offering Needs a PPM

A private placement memorandum checklist is essential in any U.S. private capital raise under Regulation D (Reg D).

What is a Private Placement Memorandum (PPM)?

A Private Placement Memorandum is a legal disclosure document used in a Reg D private securities offering. It provides potential investors with information about the investment opportunity, including: 

• Risk factors
• Terms of the offering
• Use of proceeds
• Executive summary
• Finance
• Senior management
• Subscription agreement
• Investor suitability
• Investment strategy
• Projections
• Management
• Regulatory disclosures
• Business overview
• Description of securities
• Exhibits
• Investment Summary
• Offering description
• Tax implications
• Company overview
• Business description

What is SEC Regulation D (Reg D)?

Regulation D (Reg D) is a set of rules from the Securities Act of 1933. It lets private or small companies raise money through private placements. They do not have to register these offerings with the SEC. But the companies selling the securities must file Form D electronically with the SEC right after they sell the first security.

Regulation D offers two main exemptions:

• Rule 506(b) allows unlimited fundraising from accredited investors and up to 35 non-accredited investors.
• Rule 506(c) allows unlimited fundraising from verified accredited investors.

Purpose and Value of a PPM

A good PPM follows a private placement memorandum checklist. It does five main things:

• Documents informed consent that protects against future disagreements.
• Shows clear risks that meet disclosure standards set by regulators.
• Ensure the company follows Reg D exemption rules.
• Sets a professional base for investor relations and requires due diligence.
• Acts as regulatory paperwork if enforcement actions happen.

When Is a PPM Essential?

Companies do not legally need a Private Placement Memorandum (PPM) when raising capital under Regulation D or other SEC exemptions. But at OGScapital, we strongly suggest preparing a PPM when you:

• Raise capital from accredited or non-accredited investors.
• Offer complex securities.
• Run multi-state offerings that need Blue Sky review.
• Work in regulated industries and must provide detailed disclosures.
• Raise money from investors you do not already know well.

Even small rounds, like those involving friends and family, need a formal PPM. The document sets clear terms. It lists all major risks. And it proves the investor understands these things. This protects the company selling the securities and the investors, because it lowers the chance of misunderstandings or claims later on.

506(b) vs 506(c): Which Path Fits Your Raise?

In the U.S., Rules 506(b) and 506(c) are the most common SEC rules under Regulation D for private placements.

Rule 506(b) of Regulation D

Rule 506(b) lets companies raise unlimited money. They can accept funds from accredited investors and up to 35 non-accredited investors who are sophisticated. This private placement does not need registration from the SEC. But, companies cannot do general solicitation or advertising to find investors.

Rule 506(c) of Regulation D

Rule 506(c) also lets companies raise unlimited money through private placement offerings. They may raise capital only from accredited investors. Public solicitation is permitted; however, the issuer must take reasonable steps to verify that all purchasers are accredited investors (a third-party verification letter is commonly used for this purpose).

Rule 506(b) vs. Rule 506(c): A Comparison Table

Criteria	506(b)	506(c)
General solicitation allowed	No	Yes
Maximum accredited investors	Unlimited	Unlimited
Maximum non-accredited investors	Up to 35 (sophisticated)	None
Verification requirement	Reasonable belief	Mandatory third-party verification
Pre-existing relationship needed	Yes (or broker introduction)	No
Advertising	Prohibited	Permitted with restrictions
Disclosure obligations	Comprehensive written disclosures strongly expected by investors and counsel	Full PPM is market standard
Form D filing timeline	Within 15 days of first sale	Within 15 days of first sale

Typical Scenarios: Which Rule Fits Your Raise?

Scenario	Regulation D 506(b)	Regulation D 506(c)
You have an existing investor network	✅	❌
You want to accept non-accredited investors	✅	❌
You prefer a private, relationship-based raise	✅	❌
Your investor base is primarily accredited	✅	✅
You want lower compliance costs for small rounds	✅	❌
You prefer simple verification (questionnaire)	✅	❌
You want to publicly advertise your offering	❌	✅
You can verify investor status through documents or third-party	❌	✅
You want faster investor outreach through online channels	❌	✅
You need broad visibility to attract institutional investors	❌	✅

The choice between Rule 506b vs 506c depends on how you plan to find investors and how you verify their accreditation. Both paths require strict recordkeeping and compliance with general solicitation rules.

Mandatory PPM Disclosures

A required PPM offering memorandum needs specific disclosures. These give investors a full, clear view of the offering and your company. These sections protect everyone and meet rules. Some parts must always be present. Essential PPM sections include:

1. Cover

The PPM cover page is the first thing investors see. It must list the company name, how much money you offer, the kind of security, and the date you filed it. The cover also shows key warnings about SEC registration and investment risks.

2. Company Overview

The company overview gives basic facts about the company offering the security. This includes the business history, the company setup, and how it runs day to day. Companies must clearly show their business model and explain how they make money.

3. Use of Proceeds

Companies must specify exactly how they plan to use the investors’ money. This section needs a detailed breakdown of where the money goes. Companies cannot just give fuzzy reasons like “general company needs.”

Sample Use of Proceeds

4. Capitalization

The capitalization table shows who owns the company now and who will own it after the offer. This helps investors see how much their shares might be diluted and who the current owners are.

5. Securities Terms

Companies must clearly define what rights and features the securities offer. This includes voting rights, how dividends work, who gets paid first if the company closes, and if they can convert the shares. Investors must get full facts about what they buy.

6. Valuation

The valuation section explains how the company decided its worth and the valuation method used. This must include any reports or appraisals from outside experts. Companies should show realistic reasons behind their value calculations.

7. Dilution

Dilution facts show how new investors change the ownership stake of current shareholders. Companies must figure out the immediate dilution new investors will face. This section often uses tables to show the book value per share before and after the offer.

8. Management Compensation

Management compensation details require full transparency about how executives get paid. This covers their base salary, bonuses, stock pay, and benefits. Companies must also show any job agreements or severance deals.

9. Material Agreements

All key contracts should be disclosed. This includes customer, supplier, licensing, or partnership agreements that could affect company performance.

10. Related-Party Transactions

Companies must show all deals they have with officers, directors, or big shareholders. This means loans, renting property, consulting work, and any other business. Telling everything prevents conflicts of interest.

11. Tax Considerations

The tax section explains how the investment might affect investor taxes. This covers federal, state, and local tax results. Companies should tell investors to ask their own tax experts for specific help.

12. Financial Statements

Audited or reviewed financial statements must be included. These should cover at least two years where available and include balance sheets, income statements, and cash flow statements.

Risk Factors: Drafting for Clarity Without Scaring Investors

Every Private Placement Memorandum (PPM) must present risk factors clearly and honestly. The goal is to inform investors without causing alarm. A compliance-focused PPM should balance legal protection with transparent communication. Many founders use copied boilerplate text, but regulators and experienced investors recognize generic disclosures immediately.

Key principle: A strong risk section protects you legally and builds trust. Investors want to understand what could go wrong. When each risk disclosure links directly to your business model and includes clear mitigations, it shows preparedness and sound management.

Three-Element Risk Paragraph Framework

Build each risk paragraph around these components:

1. State the Exposure: Describe the specific risk your offering faces. Avoid general language.
2. Provide Context: Add real examples or data that explain probability and impact.
3. Detail Mitigation: Outline what actions you have taken or plan to take to reduce the exposure.

Core Risk Categories for Your Private Placement Memorandum

• Market Risks: Focus on competition, small market size, customer concentration, and economic sensitivity. Explain how downturns or customer changes hurt income and profit.

• Regulatory Risks: Discuss existing and new rules that affect operations, cost, or market access. Include compliance costs and license needs.

• Liquidity Risks: Explain that no public market exists for these shares. Investors may not sell their stake fast or get good prices.

• Concentration Risks: Note dependence on big customers or suppliers. Losing these relationships impacts revenue and operations.

• Intellectual Property Risks: Discuss patent limits, trademark issues, weak trade secrets, and possible infringement claims. Include IP protection costs.

• Cybersecurity Risks: Cover data leaks, system weakness, security rules, and business halts from attacks.

Tie Risks to Mitigations Where Appropriate

Good risk drafting balances disclosure with reassurance. After describing each risk, explain how you manage or plan to control it. This method meets legal standards and shows investors you have a clear, proactive approach.

Accredited Investor Rules & Verification (506(c))

An accredited investor is an individual or entity that meets specific financial or professional criteria under Rule 501 of Regulation D. These criteria ensure investors have sufficient financial knowledge and risk tolerance to participate in private placements without full SEC registration.

Under Section 230.501 of Regulation D, a person or entity qualifies as an accredited investor if they meet any of the following:

I. Individuals

• Net worth over $1 million (alone or with spouse, excluding primary residence).
• Annual income over $200,000 (or $300,000 with spouse) for the past two years, with expectation to continue.
• Director, executive officer, or general partner of the issuer (or of its general partner).
• Participant in a self-directed employee benefit plan who is an accredited investor.
• Holder of an SEC-recognized professional credentials (Series 7, 65, or 82 licenses).

II. Entities

• Banks, savings and loan associations
• Registered brokers or dealers
• Insurance companies
• Registered investment companies
• Business development companies
• Small Business Investment Company (SBIC)
• Employee benefit plans (under ERISA or State/local government) with over $5 million in assets.
• 501(c)(3) organizations, corporations, partnerships, or trusts (not formed to acquire the securities) with over $5 million in assets.
• Private business development companies
• Trusts with over $5 million in assets, not formed to acquire the securities, and directed by a sophisticated person.
• Entities where all equity owners are accredited investors.

Acceptable Third-Party Verification

Under Regulation D Rule 506(c), issuers must verify accredited investor status using reliable documentation, not just investor self-certification.

The SEC permits verification by qualified third parties, including:

• Licensed attorneys
• Certified public accountants (CPAs)
• SEC-registered investment advisors
• FINRA-registered broker-dealers

Acceptable verification documents include:

• Tax returns, W-2s, or 1099s
• Bank or brokerage statements
• Written confirmation from a qualified verifier (attorney, CPA, adviser, or broker-dealer)
• Credit reports from national consumer agencies
• Professional license records via FINRA BrokerCheck or state databases

Retain these verification records securely for at least five years to satisfy Reg D compliance and audit standards.

Verification Method	Who Can Verify	Key Documents Reviewed	Record Retention
Income verification	CPA, attorney, broker, adviser	Tax returns, W-2s	5 years recommended
Net worth verification	CPA, attorney, broker, adviser	Asset and liability statements	5 years recommended
Credential verification	Self-regulatory body or SEC list	License verification	As long as valid

Contrast With Regulation D 506(b) Suitability and Recordkeeping

Unlike 506(c), Rule 506(b) does not require verification of accredited investor status. Instead, it relies on investor self-certification and suitability standards.

Aspect	Rule 506(b)	Rule 506(c)
Investor Verification	Allows self-certification with suitability checks.	Mandatory accredited investor verification.
General Solicitation	Not permitted	Permitted
Recordkeeping	Maintain suitability questionnaires and investor representations	Maintain detailed verification evidence

Subscription Documents & Suitability Package

The subscription package is the set of legal documents that an investor must complete to purchase securities in your private placement. This package formalizes the investment and ensures you have a complete record for compliance purposes.

The private placement subscription agreement is the most important document. This legal contract works between the issuer and the investor. In this document, the investor officially agrees to buy the securities under the terms listed in the PPM. The entire package confirms the investor’s eligibility and shows they understand the risks of the investment.

A complete subscription package typically includes:

1. Subscription Agreement: This core contract confirms the investor buys a specific number of shares or units for a set price.
2. Investor Questionnaire: This form collects investor data to check if they qualify and meet accredited status. You need this to meet investor suitability rules.
3. Representations and Warranties: Here, the investor confirms they meet requirements. They confirm they understand the risks and can afford the potential loss.
4. AML/KYC Information: These forms gather data required by Anti-Money Laundering (AML) and Know Your Customer (KYC) rules.
5. Acknowledgments: The investor states they got and reviewed the PPM. They also confirm they understand the investment is speculative.
6. Legends: The documents include specific legal notices called legends. These notices state that the securities have restrictions and investors cannot easily sell them again.

A properly executed suitability package builds investor confidence and ensures compliance, protects the issuer, and documents investor understanding. Together, they reduce litigation risk and keep offerings valid under Reg D.

Form D & State “Blue Sky” Notice Filings

Successfully closing your Reg D offering doesn’t end with collecting subscription agreements. To maintain your securities exemption, you must complete federal and state notice filings. The most important of these is Form D and state-level filings, known as “Blue Sky” notices.

What is Form D

Form D is a short notice filed with the SEC by companies offering securities under Regulation D exemptions, most often for private placements.

Form D gives basic details about the company and the offering, such as:

• Issuer name, address, and organization type
• Executive officers, directors, and promoters
• Type and amount of securities for sale
• Use of proceeds
• Exemption type
• Offering jurisdictions and duration
• Company size and industry
• Filing status

Form D gives regulators and investors a clear record of the issuer, the offering structure, and the exemption claimed.

Who Must File Form D

Any issuer offering securities under Regulation D must file Form D with the SEC. Common filers include:

• Startups
• Private companies
• Venture capital
• Private equity funds
• Hedge funds
• Real estate investment groups
• Syndicates, family offices, and fund managers

Timing of Form D Filing

Issuers must file Form D using the SEC’s EDGAR system. They must do this within 15 days of the first sale of securities. The “first sale” is the day the company gets the first investor’s signed agreement and payment.

Form D is to be amended annually if the offering remains open for more than 12 months, or if material information changes.

Consequences of Late or Missed Form D Filings

Not filing Form D within the 15 day window breaks SEC Rule 503. The Regulation D exemption usually stays valid, but the SEC still has the power to:

• Issue fines or administrative penalties
• Take enforcement action under Rule 507, limiting future use of Regulation D exemptions
• Require the company to fix filings and make disclosures

Late or missed filings can also slow future fundraising rounds and increase due-diligence risks.

What Are Blue Sky Filings

A Blue Sky filing is a state-level notice filing required under individual state securities laws. These notices must be made in every U.S. state where investors purchase the securities.

Each Blue Sky filing typically includes:

• A copy of Form D filed with the SEC
• Consent to service of process
• State filing fee
• Private Placement Memorandum (PPM)
• Subscription documents
• State-specific notice form

Who files: The issuer, or its counsel/compliance consultant, files the notice once the first investor subscribes in that state.

Coverage: Filings apply across all 50 states, Puerto Rico, and the U.S. Virgin Islands. You only need one filing per state, but if new investors participate from additional states, new notices must be filed for each.

Blue Sky Filing Fees and Timelines by State

Filing fees and rules vary from state to state.

State	Typical Filing Fee
Alabama	$300
Alaska	$600
Arizona	$250
Arkansas	0.1% of offering amount (min $100, max $500)
California	$300
Colorado	$50
Connecticut	$150
Delaware	0.5% of offering amount (min $200, max $1,000)
District of Columbia	$250
Florida	No fee
Georgia	$250
Hawaii	$100
Idaho	$50
Illinois	$100
Indiana	No fee
Iowa	$100
Kansas	$125
Kentucky	$250
Louisiana	$300
Maine	$300
Maryland	$100
Massachusetts	$250–$750
Michigan	$100
Minnesota	$100 + 0.1% of offering (max $200)
Mississippi	$300
Missouri	$100
Montana	$200 + 0.1% of offering (max $1,000)
Nebraska	$200
Nevada	$500
New Hampshire	$500
New Jersey	$750
New Mexico	$350
New York	$300–$1,200
North Carolina	$350
North Dakota	$100
Ohio	$100
Oklahoma	$250
Oregon	$250
Pennsylvania	$525
Puerto Rico	0.2% of offering (range $350–$1,500)
Rhode Island	$300
South Carolina	$300
South Dakota	$250
Tennessee	$500
Texas	0.1% of offering (max $500)
Utah	$0–$100
Vermont	$820
Virginia	$250
Washington	$300
West Virginia	$125
Wisconsin	$200
Wyoming	$200

These filings are typically due within 15 days of the first sale in that state, similar to the federal Form D requirement.

Consequences of Late or Missed Blue Sky Filings

Missing or delaying Blue Sky filings can lead to:

• Penalties and doubled filing fees
• Temporary suspension of state exemption status
• State regulator inquiries or administrative orders
• Extra scrutiny in future offerings

Some states automatically impose late fees ranging from $50 to $1,000, while others calculate penalties as a percentage of the offering sold within that state.

Coordinating Counsel or Consultant Workflow

To stay compliant and avoid missed filings, many issuers work with securities counsel or Reg D consultants.

Typical coordination workflow:

1. Counsel prepares Form D details using final PPM and offering terms.
2. Compliance consultant submits filings to the SEC’s EDGAR and each state’s EFD portal.
3. Controller or CFO confirms payment of state fees and maintains proof of filings.
4. Investor relations team keeps a checklist for each investor’s state and ensures each state filing is logged.

Filing Form D and Blue Sky notices correctly and on time reduces the risk of missed deadlines and maintains clear records for both SEC and state regulators.

Bad Actor Disqualification, Legends & Ongoing Compliance

Rule 506(d) of Regulation D disqualifies a company from raising capital using the Rule 506 exemption if the issuer or a covered person was part of a disqualifying event.

Under Rule 506, covered persons include:

• The company, its predecessors, and affiliates
• Directors, executive officers, general partners, and managing members
• Promoters and 20% beneficial owners of voting equity
• Fund managers, principals, and compensated solicitors

Disqualifying Event and Lookback period

Every issuer must confirm no member is disqualified under SEC rules. The look-back period shows how many years prior to the offering a disqualifying event still matters.

Disqualifying Event	Lookback Period
Criminal convictions for securities fraud, false filings, or offering misconduct	5 years (most felonies); 10 years (felonies involving the purchase or sale of securities)
Court injunctions or restraining orders for fraud or securities violations	5 years
Final orders from state or federal financial regulators	10 years (most orders); 5 years (cease-and-desist orders)
SEC disciplinary orders suspending or expelling registration	10 years
Cease-and-desist orders from the SEC or other regulators	5 years
Suspension or expulsion from SRO membership	10 years

If a covered person is disqualified within this period, the issuer cannot use Rule 506 without first getting a waiver.

Representations and Warranties

Issuers must include representations and warranties in subscription agreements before starting a private offering.

• Representations confirm the company and covered persons have not faced a disqualifying event.
• Warranties ensure those confirmations are accurate and binding.

If any representation proves false, the affected party may seek damages for breach.

Ongoing Obligations

Compliance does not stop after the offering begins. Companies with ongoing or continuous offerings must monitor all covered persons. If a new disqualifying event occurs, the issuer must update its PPM disclosures and retain all documentation.

Placement Legends and Transfer Restrictions

Every security issued under Regulation D has placement legends and transfer restrictions. Placement legends appear on stock certificates or digital records to show the securities are unregistered and restricted. This stops unauthorized resale.

Transfer restrictions further control resale of private securities:

• Rule 506(b): Securities cannot be resold without registration or exemption.
• Rule 144: Resale allowed only if:
  • Minimum holding period: six months (reporting issuers) or one year (non-reporting).
  • Adequate public information is available.
  • Affiliates comply with volume limits over a three-month period.

These restrictions protect investor transparency and the integrity of private offerings.

Timeline & Costs: From Term Sheet to Close

Getting a private placement memorandum (PPM) ready under Reg D typically takes about 20 – 24 days, starting from the term sheet until closing the deal.

Key Milestones

Every step directly relates to compliance and getting investors ready under Rule 506b or Rule 506c.

1. Drafting (Days 1-5)

We start by writing the PPM, the subscription agreement, and Form D. Legal and finance teams agree on what to disclose, how to value the company, and the offering details. Preparing data early cuts down this time.

2. Iterations with Counsel (Days 6-9)

Expect two to three rounds of review for PPM risk factors, business description, and financial disclosures. Founders often overspend here due to unstructured feedback or changing deal terms. Keeping all data ready before review prevents delays.

3. Investor Outreach (Per Rule) (Days 10-13)

• For 506(b), you must keep outreach private and use investors you already know.
• For 506(c), you can promote publicly, but you only talk to accredited investors once they are verified.

4. Verification (Days 14-16)

Third-party verification or CPA/legal confirmations usually take three to five days. Founders should prepare financial and documentation proofs early to avoid last-minute issues.

5. Subscription Processing (Days 17-19)

This covers investor forms, AML/KYC checks, and signing representations and warranties. Using digital systems for subscriptions helps track answers and lowers manual mistakes.

6. Filings (Days 20-22)

• File Form D within 15 days of the first sale.
• Finish Blue Sky filings, which depend on state rules.

7. Close (Days 23-24)

Funds are released once verification and filings are complete. The closing confirms compliance, finalizes documentation, and records investor details.

Typical Cost Drivers

Cost is a significant factor. The total PPM cost can range from $35,000 for a simple deal to $200,000 or more for a complex institutional round. Key cost drivers include the complexity of the business, the size of the offering, and the level of legal review required.

Overspend vs. Underspend Areas for Founders

Founders Overspend	Where Founders Should Focus Spending
Repeated Legal Revisions	Skipping Proper Third-party Verification
Overspend on Templated PPMs	Accredited Investor Verification
Overpay for Style Instead of Compliance Focus	Risk Factor Drafting and Custom Disclosures
Data Re-entry in Subscription Docs	AML/KYC Compliance Systems
Late-stage PPM Changes	Blue Sky and Form D Filings
Poor Investor Recordkeeping	Detailed Document Review

Common Red Flags That Stall Raises (and How to Avoid Them)

You might have a great business plan. But small mistakes in the Private Placement Memorandum (PPM) or subscription process can still slow down or completely stop your capital raise.

Here are some of the most common PPM compliance checklist red flags and how to fix them:

Red Flag	Description	Quick Fix
Inconsistent Financials	The financial figures in the PPM must match your financial statements and projections exactly.	Have your CFO or accountant perform a thorough review of all financials in the document before it goes out.
Unclear Use of Proceeds	Saying vaguely how you plan to spend the money is a big warning sign for investors.	Build a detailed budget based on milestones. This budget must clearly put the funds toward specific plans for growth.
Incomplete Subscription Packets	If signatures or forms are missing, this causes delays and extra administrative work.	Try using an online signup system. Or give investors a simple checklist so they fill out every required spot correctly.
Boilerplate Risk Factors	Generic ppm risk factors show a lack of thoughtful analysis.	Tailor each risk to your specific business model, market, and competitive environment.
Missing Blue Sky Filings	Forgetting to file in a state where you have an investor can jeopardize your exemption.	Assign clear responsibility for state filings to your legal counsel and track them diligently. The Reg D form D filing is just the first step.

PPM Outline + Downloadable Checklist

Your private placement memorandum checklist needs to include every required section. It helps you point out crucial custom details and keeps your offering focused.

This PPM structure is what fund managers, startup founders, and syndicate leads use. It helps them write PPMs that investors can use, making sure they do not forget important compliance items.

Standard PPM Table of Contents

Section	Description
Part I: Offering Summary	A high-level summary of the investment terms, offering size, and key information.
1. Executive Summary	Business overview, mission, and legal structure.
2. Risk Factors	Specific, tailored risks related to the business, industry, and securities.
3. Use of Proceeds	A detailed, itemized plan for how the funds will be used.
4. Dilution	Explanation of the immediate impact on existing shareholders’ ownership.
5. Plan of Distribution	How the securities will be offered and sold (e.g., by officers, broker-dealer).
6. Description of Securities	Detailed terms of the stock or notes being offered. Includes discussion of indemnification and governance.
7. Management & Governance	Biographies of key personnel, board structure, and compensation.
8. Capitalization	Current and pro-forma capitalization table.
9. Principal Shareholders	A list of people or groups that own a large percentage of the company.
10. Related-Party Transactions	Disclosure of any business dealings with insiders.
11. Tax Considerations	General overview of tax implications for investors.
12. Legal Matters & Suitability	Facts about legal advisors, limits on transferring shares, and rules defining who can invest.
Part II: Exhibits & Appendices	Supporting documents attached to the PPM.
Exhibit A: Subscription Agreement	The legal contract for purchasing the securities.
Exhibit B: Investor Questionnaire	The form used to verify investor status and suitability.
Appendix I: Financial Statements	Historical financial data for the company.
Appendix II: Company Formation Docs	(Optional) Articles of Incorporation or Operating Agreement.

How to Choose the Right PPM Consultant

OGScapital writes compliant Private Placement Memorandums (PPMs) that investors can use. We handle Reg D offerings, private equity raises, and LLC fundraising.

Since 2006, we have delivered over 120 PPMs each year across 42+ industries, supported by a team of 60 Private Placement Memorandum (PPM) consultants and 45 cooperating law firms.

Every document we create follows a strict PPM compliance checklist to ensure accuracy, disclosure depth, and legal consistency.

PPM Consultant Selection Criteria

1. Reg D Experience

Our consultants are experts in Rule 506(b) and 506(c) offerings. We set up every PPM to meet exemption limits, verification rules, and solicitation needs. This keeps your raise compliant and strong.

2. Sector Familiarity

With exposure to more than 42 industries, we understand the unique disclosure needs across technology, healthcare, real estate, and manufacturing. This helps us build industry-specific risk sections and financial narratives that investors take seriously.

3. Disclosure Rigor

We never use templates. Every PPM is built from scratch, backed by verified data, and reviewed under our internal private placement memorandum checklist. We cover all disclosures, from use of proceeds to related-party transactions.

4. Turnaround Time

Our standard delivery timeline is 20-24 days, including graphic design and layout. Each project is handled by two senior consultants and a project lead, with a three-week unlimited revision period and rush delivery available when needed.

5. Collaboration with Counsel

We work closely with your securities counsel to align legal and business language. Our coordination with 45 law firms ensures every PPM meets current filing standards and investor review norms.

6. Sample PPMs and References

We can share redacted PPM samples to show our formatting and disclosure style. References from seed funders, venture capital firms, and private equity clients are available upon request.

Example RFP Prompts

Use these questions to understand how we approach your PPM project:

1. How many Regulation D offerings have you prepared in the past 24 months?
2. Can you provide three anonymized sample PPMs?
3. What is your standard PPM completion timeline?
4. How will you coordinate with our securities counsel?
5. What subscription package components do you provide?
6. Do you assist with Form D preparation and state Blue Sky notice filings?
7. Can you share three client references from the past 12 months?
8. What are your fees, payment terms, and revision rounds?

Frequently Asked Questions (FAQ)