How to Fund Raise Capital Without Going to Jail: 506(b) vs 506(c)

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How do you choose between 506 B and 506 C for capital raising in 2025? 

In this episode of Making Billions, Ryan Miller breaks down the critical frameworks behind Regulation D, specifically Rule 506 B vs 506 C, for fund managers navigating SEC compliance. 

Ryan Miller, founder of Fund Raise Capital, clarifies the "Pre-Existing Relationship" rule that often traps real estate and venture capital professionals. He addresses how to leverage the 2025 SEC no-action letter on self-certification to accelerate your fundraising timeline and maintain institutional credibility.

[THE HOST]: Ryan Miller is a fund manager, capital strategist, and former CFO turned angel investor in technology and energy. He is the founder of Fund Raise Capital and Aequor Capital Partners, and has mentored over 1,000 fund managers across private equity, private credit, venture capital, real estate, and alternative assets globally.

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Transcript

Ryan Miller  

One decision, two letters, and it determines whether you can legally raise capital or whether the SEC comes knocking. See, in this episode of Making Billions, I'm going to show you the difference between a Regulation D, 506 B and a 506 C offering so that you can determine with your attorney, which exemption your fund should use, how much it costs, and how to set it up without making the common mistakes that quietly obliterate first time fund managers. Let's dive in.

Ryan Miller  

Before we go in, nothing in this episode is legal, financial or investment advice. This is for educational purposes only. You want to always work with your licensed securities attorney for your specific situation. Now let's build. Picture this, you're standing at a fork in the road. Both paths lead to the same destination, raising capital for your investment fund, but they have totally different rules. Break the rules on either path, and the SEC can shut down your raise, force you to return investor money and put your name on a public enforcement letter. That is not a small thing. That is a fund ending, career ending, potentially jail time, invoking thing. This is very serious. 

Ryan Miller  

See, I see managers guess at this decision all the time. They pick one, start raising, and six months later they find out they have been doing it all wrong, and by then they have a mess to clean up that costs $40-$80,000 and that's if it can even be cleaned up at all. So we're gonna go deep today. You're gonna leave here knowing which path is right for you, what it costs, how long it takes, what kind of marketing plan it requires, and what your attorney needs to review before you even raise a single dollar. Let's dive in. 

Ryan Miller  

So here's the short version. If you want to raise private capital within the United States, you normally have to register your fund with the SEC. Registration costs can climb past $200,000 and take 6-12 months. Nobody wants to raise a fund with that type of timeframe but under Regulation D, that is the legal shortcut. The SEC says, if you follow our specific rules, you don't need to register like a public company. And for fund managers, those two rules, they matter more than anything. It's the rule 506 B and rule 506 C. That is it. Regulation D is actually a gift to private fund managers. The SEC created it so that private markets could function without the full weight of public market compliance, with me so far? Both of these rules let you raise unlimited capital. Both require a form D filing within 15 days of your first close, your lawyer will tell you this. But the big difference is who you can raise from and how you can find them. Can you see that? Let's go deep on each one. 

Ryan Miller  

So let's start with the 506 B, I call this one the workhorse. It's the OGG of fund formations. It has been around since the early 80s, and it has launched more private funds than any other exemption in history. Most of the funds you admire were built on this rule. It is proven and it is reliable, and when you use it right, it is clean. So here is the workhorse in plain English. You can raise an unlimited amount of money from an unlimited number of accredited investors. You can bring in up to 35 non-accredited investors, just as long as they are sophisticated, meaning they understand the risks. You do not need to verify anyone's accreditation the hard way, a signed questionnaire is enough. That sounds good, right? But here's the catch, and this is the one that burns most managers. You cannot publicly solicit investors. So think about what that means you start a company and you can't advertise. See, the thing about high finance is this is very network heavy, and so if you have networks that can facilitate at a full raise, let's say $100 million, not many do. But if you can, then maybe this is a good one, it's nice and it's clean. So really, what that means is you cannot post on LinkedIn saying we are accepting LP commitments or interested in investing in our fund, please reach out. You can't do that. You can't send cold emails asking people to invest. You cannot pitch your offering at a public conference to people you do not already know. 

Ryan Miller  

But what you can do is post just general educational content. Market commentary, investment themes, your firm's philosophy or values. The line is this building your reputation publicly, that's fine. Publicly asking strangers to invest in your fund that is not every investor who actually writes you a check must come through a pre-existing relationship, meaning you knew them before you started raising. Does that make sense? 

Ryan Miller  

So let's dive into the pre-existing relationship rule. This is where a gray zone live. I swear I asked five attorneys, and I get five definitions. So again, ask yours, because every situation is different. So you really want to make sure that you have this down. If you think with your legal team that a 506 B, is the right way to go, here's some things to consider. So the SEC defines pre-existing relationship, as a relationship established in an ordinary course of business before your offering even began. So that's just saying, I know this person, known them for a long time. Knew them before I did the fund, so there was a pre-existing relationship before I started putting my offer into the market. That's it. So this means, like a former client, a colleague, business partner, a friend who's known you for years, college roommate, it could be anybody, and if you've been fundraising, you know, you hit up everybody, and you try to show them that you're on to something. 

Ryan Miller  

But that doesn't mean someone you met at a conference three months ago. It does not mean someone who liked your LinkedIn post 90 days before the offering, probably not enough, three years of business history, yah, that's probably okay again. Talk to your attorney. But when you're in doubt, you talk to your attorneys and you work out a plan so you can see this is going into the marketing of your fund. And so I do that a lot, is to say, okay, how do I want to market this? Do I already have people asking me to do it? And they'll cut a check, okay? Maybe 506 B with easy onboarding. That's the way to go. If I don't know anybody and I'm jumping into the newish waters, then maybe a 506 C might be better, we'll get into that in a minute. But I work through that with my attorney for sure. Because if you pitch someone who does not qualify as a pre-existing relationship, and you are, in fact, registered under a 506 B. You've just engaged in illegal solicitation. Let me say that again, you just engaged in something illegal. Not a great start. And if your entire offering may be non-compliant, every investor has the right to demand their money back. Yikes. You do not want to be in that scenario. 

Ryan Miller  

So let's illustrate a scenario. So hypothetically, picture a fund manager, let's call him Marcus, he's running a small private equity shop. He raises his first fund under a 506 B, 6 months in, he's short on commitments. He's desperate. He needs to raise money. So he gives a talk at a local real estate conference about his investment strategy. He calls it educational purposes only. This is not a pitch, he says. But three people from that talk end up writing checks. 18 months later, an SEC inquiry arrives, because those three investors had no pre-existing relationship with our hypothetical fund manager before that talk, he engaged in general solicitation, even though he said it's not a pitch, it's not this or that. He still did not pass the pre-existing relationship rule that has to be in place before someone invests. You see where that goes. So he has to return their capital, refile under a 506 C going forward, and pays his attorneys $40-$80,000 to clean up that mess. And that's if he gets lucky, never mind all the sanctions and potential criminal charges that could go against him, if that exists, right? So I'm not an SEC, I'm not an attorney, but it is rough if you break these rules. So this is a foundational rule that you need to get right. So his next fundraise is already delayed 8-12 months in this scenario. 

Ryan Miller  

Now let's flip it. What if Marcus had simply filed under 506 C before that conference, he could have spoken openly, mentioned the fund, taken business cards and followed up with literally anyone interested the total cost difference, the slightly more involved verification process versus $40-$80,000 and 8-12 months of lost time and a ruined reputation and momentum. Or if he truly just wanted a standard 506 B, his attorney could have structured the conference talk with zero mention of accepted capital, keeping it genuinely educational content, and then just reach out only to people you had already built a relationship with beforehand. So if you're thinking about speaking at conferences or building a public profile while raising, talk to your attorney about whether a 506 C is a better fit for you, because the cost of getting it wrong under a 506 B is far higher than the cost of just filing it correctly from the start. 

Ryan Miller  

So if you have 20 or more pre-existing relationships with people who already have capital, like former bosses, clients, colleagues, family members, anybody like we mentioned before, you can start there. So this is the foundational move. So you want to build your relationship list first and then get your attorney to draft a simple accreditation questionnaire. Set up a secure data room for your fund documents, and then raise through warm introductions only, do not post about it publicly. Do not mention it at events. This is a private conversation, not a public broadcast. And then the pro-move, if you, once you have that in place, the pro-move under a 506 B is you build a structured Referral Engine. So every current investor introduces you to one new person, but only after you've had prior substantive contact with that person through the investor. Hold quarterly investor update dinners framed as relationship events, not over pitches over 24 months, 20 relationships compound into 200. You stay under the 506 B, and never spend $1 on advertising, because your network is the marketing machine. You see how this works. So the pro-move is building this system before you even launch your fund. This is why we love attorneys, they help us to navigate a lot of the complexities with the SEC. 

Ryan Miller  

So let's talk about some of the timelines and costs. So you have a PPM or private placement memorandum. It's basically sharing with the investor. Here's like 100 page document that talks about risks. It talks about who's involved. It talks about experience, talks about our thesis, it covers everything. So the PPM and fund legal setup can be anywhere from $15-$65,000 at minimum for building that fund in a form D filing and then with accreditation verification, it's minimal investor questionnaires drafted by your attorney. No third party verification service is needed. So total startup compliance costs can be up to $65,000 timeline to first close 60-90 days from attorney engagement. And marketing costs are essentially zero because you're not marketing, you're not allowed to market. So that helps you to save a little bit. 

Ryan Miller  

Now let's talk about the 506 C, or as I like to call the marketing machine. So the 506 C came out of the jobs act in 2012, I believe that was under Obama, and it changed the private capital world. This is one of the things that I really liked that he did, because for the first time, the SEC could say, now you can publicly advertise your fund. So emerging fund managers rejoice. So if you didn't come from a rich family, or your dad was a fund manager, or whatever it is, you just don't have that capital. Now you have the opportunity to say, well, bright people that may not have the network can still build a fund. And they can advertise and market their offering, but you got to register it properly under a 506 C under this example. 

Ryan Miller  

So let's just think about what that means. Under a 506 C, you can post on LinkedIn about your fund. You can run paid ads. You can speak at conferences and talk openly about what you're raising on podcasts. You can email people you've never met, and you can build a brand. You can appear on those podcasts and tell the world that you are raising capital. The walls are down. But there is a real price under a 506 C, every single investor must be accredited, not most of them, all of them, and you cannot just take their word for it. You must verify accreditation using an SEC approved method, no exceptions and definitely no shortcuts here. So visualize this, so you're raising under a 506 C, a college friend comes in. He invests $150 grand, and he says that he's accredited. You just get proper verification, because he's your friend, and it feels kind of awkward to ask for that. Six months later, it turns out his income was not there, and it was not what he claimed it to be. He's not actually accredited. His investment is below the $200,000 self certification threshold, so a simple signed statement, it was not enough. You needed documentation and third party verification. You now have a non-accredited investor in a 506 C fund with no verification on file. The SEC does not care that you trusted your friend. Your entire offering may be non-compliant. Can you see how that plays out? 

Ryan Miller  

So here's how verification actually works. So first, let me clarify who counts as an accredited investor. The income test, that's $200,000 a year for an individual, or $300,000 of income if it's combined with a spouse or domestic partner for each of the past two years, with a reasonable expectation that they're going to make that in the future as well. So they didn't make it from selling a house, they actually have normal income. Then there's the net worth test. That's a million dollars of net worth, excluding your primary residence. So this was the standard definition to say, if you meet that, we need to verify it. And as long as everything checks out, the SEC would consider a person that meets either one. It doesn't have to be both. But as long as it's one of those two examples, either net income or net worth, then then you're totally fine. So there is a knowledge based path added in in 2020 so holders of specific FINRA licenses, series seven, series 65 or series 82 automatically qualify, that last one is important and most people do not know about it. So here is one of the greatest updates that came out about a year ago from the time you've recorded this episode. 

Ryan Miller  

So in March 2025, the SEC issued a no action letter that changed the verification game for 506 C and here's what it said. If an investor commits a minimum of $200,000 as an individual or a million dollars as a legal entity, they can now simply self certify their accredited status in writing. Let me say that again. They can now, depending on how much they invest, self certify the verification. So that got let up, as they're saying, look, if you've got enough money that you can cut a check as a million dollars out of your company, or $200 grand personally, then the SEC is saying, you know what, you should be somewhat accredited, or we would consider that accredited. So no tax returns, no bank statements, no CPA letter, no third party service, just a signed, written statement saying they are accredited and that their investment is not funded by a third party for the purpose of making this investment. That's it. That is the massive shift. For fund managers who set their minimum investment at $200,000 or above. This makes a 506 C dramatically easier and cheaper to run, for investments below that threshold, the old methods can still apply. Tax returns, brokerage statements, a letter from a CPA or an attorney or third party verification like verify investor or invest ready. So that's around $50-$300 bucks per investor that you would have to spend to get that. So you can see just by adjusting your minimum investment and actually feeling around from people like that, you can avoid all that. Again, you talk to your attorney and build that plan, so they'll walk you through which path applies to each investor in your fund. 

Ryan Miller  

So here's a pattern that attorneys will likely see every single week. So let's have a hypothetical fund manager named we'll call him David. He's running a tech focused fund. He loves 506 C because he wants to publicly talk about what he's building. He files a 506 C, starts marketing on LinkedIn and brings in 22 investors over 18 months, his verification process, yes, everybody to sign a one page form saying they are accredited. That's it. Several of his investors are putting in $100 or $150,000, far below that $200,000 threshold where self certification becomes sufficient under those new 2025 SEC guidance. So when a dispute arises over a different matter, an attorney reviewing the fund finds that several investors who signed self certification forms were below the minimum threshold and were not verified by any SEC approved method. His entire offering and fund is at risk and legal fees to cure this problem probably $85-$100,000 and your investors are likely going to ask for their money back. Now let's flip it. What if David had just simply set his fund minimum at a $200,000 minimum investment threshold, right at that threshold where the SEC self certification applies, every investor can now sign a short written statement confirming they are accredited and that their investment is not third party finance. So no tax return, no bank statements and no verification service. So for the costs the paper and the attorney's time to draft that one page letter, problem solved before it ever starts. So if you're raising under a 506 C and you want to keep verification simple as possible, talk to your attorney about setting your minimum investment at or above the $200,000 threshold, because a one page self certification letter could have saved David $85-$100,000 and 2 investors walking out the door, and most importantly, his trust that he has worked so hard to earn with his investors. 

Ryan Miller  

Now, if your warm network has fewer than 20 solid relationships with capital, file a 506 C, build three things before you take your first investor on. One, a simple fund one pager reviewed by your attorney. Two, an optimized LinkedIn profile that speaks to your target LP, and three, a verified verification process through verify investor, or some of the ones that we mentioned earlier. Do not skip that third one, it is the entire foundation of your compliance. So let's talk about a pro-move here. 

Ryan Miller  

Hey, thanks for listening to Making Billions, if you liked this episode, could you do me a huge favor and go leave a review? This helps us to get the podcast to more ears, to help people raise capital, learn fund management strategies and serve our mission to help fund managers and deal syndicators to gain greater hope and focus as they build their input. All right, let's get back to the show. 

Ryan Miller  

A pro-move is you build a full content and distribution engine, weekly LinkedIn posts on investment themes, guest appearances on finance and real estate podcasts, targeted paid ads to accredited investor audiences. And build an email list and run a four step drip sequence, introduce yourself, share your thesis, share a deal or case study, and then invite people for conversation or webinar. I know some friend of mine, I think she raised $500 million in her first three years. That's all she did. She did a strategy of newsletter to webinar, and it was brilliant. And she confided a name and said, after that point, all I really do is, when people get on the call after the drip campaign from the newsletter, they're basically asking, what are the wire instructions? So she had that drilled in pretty easy, so under 506 C, that works absolutely brilliantly. So then you have your CRM, which could be HubSpot, or my favorite, which is ours. It's crm.fundraisecapital.co, with 150-160,000 investors, pre-loaded. It's brilliant, that tracks every lead from first contact to close, your attorney reviews every ad and email sequence before it goes live. At scale this is the only private fund marketing system that helps you compound indefinitely. Now let's cover timeline and costs. The PPM and fund legal setup can be around $15-$45,000 let's just say $15-$30,000. Form D filing, it's free as long as you file within 15 days of your first close And your verification per investor, $50-$300 if you decide to use that the marketing system setup might be $5-$15,000 upfront. So CRM, ad accounts, monthly content, marketing spend, that will also run you around $2-$10k. So your total first year of compliance and marketing can be $50-$80,000 and maybe 75-120, days on a timeline, and obviously verification. If you're a 506 B versus a C, if you still need to verify. That obviously adds time. So you can see under 506 C as long as they're self verification, they're meeting the minimums that can speed up your raise, you start turning over investors and moving them into the structure that you and your lawyer set up. 

Ryan Miller  

So now I want to talk about how to choose which one. So here's how I want you to make this decision: four questions and answer them honestly. Number one, do I have 30 or more genuine pre-existing relationships with accredited investors right now? If it's yes, you may have the foundation for a 506 B, keep going. If no, maybe you and your attorney lean towards a 506 C. You need the ability to market what you're offering. Second question, do you want to publicly solicit investors with ads, cold emails, open conference, pitch days, social posts, I mean, podcasts, you name it. Is that how you want to get your market to realize what you're offering? If the word is yes, you must use 506 C, there's no work around here. If the answer is no, either works. But no, posting general education content is fine under a 506 B, it is the solicitation of investment from strangers that is not. Once you have that, then you continue to question three, which is: Do you have sophisticated but non-accredited investors that you also want to include? So some people, they're like, I want to take care of my mom, she's take care of me for so long. Whatever it is, maybe they're not accredited. If the answer is yes. Again, maybe 506 B is your option that you pursue with your attorney. 506 C does not allow any non-accredited investors to join. If the answer is no, either works and you move to Question four. And that question is, what is your five year vision for the fund? Are you building a fund brand beyond your immediate network? Then maybe you consider 506 C if not, then you can just do a 506 B. 

Ryan Miller  

So let's talk about relationship based growth through a trusted network. 506 B can serve you for multiple funds. The default recommendation is first fund is a strong network of at least 30 plus relationships of check writers that can fill your round, and if you have that, then maybe a 506 B. First fund, thin network, then maybe a 506 C. Second fund, 506 C, almost always, because now you have a track record that is worth marketing. And switching between funds is completely legal. Your first fund stays under whatever you filed, and your next fund can use a different exemption. Is totally fine. So here's what your attorney needs to review, and this is non-negotiable. Before you raise a single dollar, your attorney needs eyes on specific things. So let me walk you through exactly what to review so you can understand what it looks like and what it costs. 

Ryan Miller  

So under a 506 B, your entire investor communication strategy, let's cover that first, every email template you plan to use, every presentation you plan to give your attorney is looking for language that could be interpreted explicitly or implicitly as a general solicitation. Even language like, I'm excited to share an investment opportunity, even though you didn't say that you should invest it, you just say, I'm excited to share an investment opportunity sent to someone you do not have a solid pre-existing relationship with could be a very big problem for you down the road. Second, your pre-existing relationship documentation process. So how are you logging who you know when you meet, how long you've had that relationship? Your attorney will help you build a simple relationship log that protects you if the SEC ever comes knocking. Third, your accreditation questionnaire. This is the document investors sign confirming their accreditation status. Your attorney drafts it, investors sign it, and you keep it in your files forever. So under a 506 C, here's the attorney checklist that you may want to go through, among other things. 

Ryan Miller  

So first, every single marketing asset needs to get reviewed before it goes live, every LinkedIn post template, every ad copy, every email drip sequence, your attorney is looking for anything that misrepresents your fund, makes performance claims without proper disclaimers or targets non- accredited investor audiences. Second, your verification process. Your attorney confirms that your chosen verification process meets SEC standards. They review your service agreement with your verification provider. Third, your investor intake process. When does verification happen relative to when you accept the commitment? The SEC wants verification before or during your raise with an acceptance, not after. So what does something like that cost? Well, the budget can be around $500-$2000 for an initial compliance review of your communications strategy and your templates. After that, build in 30 minutes a quarter with your attorney to review any new marketing materials. That's, I don't know, $500-$1,000 per quarter, compared to the $40-$85,000 of cleanup costs we mentioned earlier. This is the cheapest insurance you will ever buy. 

Ryan Miller  

So let's talk about four of the common compliance mistakes that end funds. Mistake number one, the accidental general solicitation. We kind of talked about that, so let's really drill this down, because I want to keep you guys safe raising capital and building great businesses. So you're under a 506 B you get excited and post on LinkedIn, excited to announce we're accepting limited partner commitments. Reach out if you're interested that one post, that's a public solicitation, it makes your entire raise potentially non-compliant. That rule is not that you can't post on LinkedIn at all, general educational content about markets or your investment philosophy, it's typically fine. The rule is that you cannot publicly ask people you do not already have a relationship to invest in your fund. You can't even suggest that that's a possibility. One solicitation post, one cold pitch at a conference, one press release announcing your raise. Call your attorney before you say anything public that could be read as an invitation to invest. Now mistake number two, the skipped verification. You're under a 506 B, and you skip verification for someone who obviously qualifies, don't do it. Verify everybody. The SEC examination staff looks at verification records first, because it's the most common violation in a 506 B offering. There are no exceptions, your best friend who works in finance, your brother in law who owns a business, verify them. All that takes us to mistake number three, the gray zone relationship. So in this scenario, you met someone at a conference three months ago. You've emailed twice, and now you want to pitch them under a 506 B. The SEC standard is a relationship established in the ordinary course of business way before the offering even began. A conference meeting 90 days ago. It could be a gray zone for you either get your attorney to review your specific situation and give you a clear yes or no or do not include them in your offering for this raise. One borderline investor is not worth losing your safe harbor. That brings us to mistake number four, documentation, whatever exemption you use, documentation is what protects you. under 506 B, keep a log of every pre-existing relationship. How you know them when you met, how the introduction happened under 506 C, keep every verification document, even if it's that one page where they sign off, keep it all every third party verification confirmation needs to be held and filed. If the SEC ever reviews your fund your documentation is the difference between a clean audit and a total nightmare. Build the documentation habit from day one. Now, let's talk about your marketing plan that's built around your exemption. 

Ryan Miller  

So the 506 B marketing plan goes something like this. Your entire marketing operation is built on relationship depth, not marketing reach. So here's what a 90 day plan looks like. Month one, audit your relationships, build a list of at least 50 names of people that you have a genuine, pre-existing relationship with name. How do you know them, how long, last contact date. It's you got to be thorough, but this is what helps you to avoid any SEC audit nightmares. This is your legal fundraising universe. Then month two, reach out personally to your top 20 most likely yes, contacts. Have a coffee, go on phone calls, one on one, meetings, not mass emails. Then month three, hold your first investor, update dinner, existing warm contacts. Bring one guest each, someone they know personally. You now have expanded your universe legally under a 506 B. The 506 B marketing plan is slower than a 506 C. But relationships you build are deeper and long lasting. Investors come through warm introductions, stay in your fund longer, refer more and cause fewer problems. Why, because you've built the trust before the transaction. And if you've been following me for a while, you know that that is absolutely key. 

Ryan Miller  

Now, under a 506 C marketing plan, if this is where you're at, your marketing operation has four channels working in parallel. Channel one, content, weekly LinkedIn posts on investment themes, market insights and fund relevant education, no direct fund promotion in organic content, just build credibility. Channel two, media, podcast appearances, guest articles, speaking slots at conferences where you can openly discuss your fund. And there's channel three, paid outreach, targeted LinkedIn ads and email campaigns to accredited investor lists, your attorney reviews every ad and email before it goes live. And then there's channel four, referrals, even under a 506 C warm referrals close faster and at higher conviction. So build a formal referral ask process into your investor onboarding process. This is what I do at a couple of the funds that we're standing up but Darqside and Aequor, we're building that into our onboarding process. The 506 B marketing plan requires real investment time, money and systems, but it has no ceiling. Your 506 B raise tops out when you run out of pre-existing relationships. But your 506 C, that raises tops out only when the market runs out of accredited investors who can match your thesis, you see the difference in scale. 

Ryan Miller  

So here's your 72 hour action plan, five moves this week, not next quarter. Move number one, decide your exemption. Answer the four questions I just walked you through. Write your answer, 506 B or 506 C on a sticky note, and put it where you can see it. This decision will shape everything that follows. Then there's move number two, engage a securities attorney who specializes in Reg D offerings, not a generalist, not a friend who passed the bar, a securities attorney who has filed at least a dozen, if not 120 or more, offerings. Get those referrals from other fund managers in your network. Budget $30-$45,000, for your PPM and fund stand up. This is not optional. This is foundational. That brings you to move number three, build your infrastructure based on your exemption. Under 506 B, build your pre-existing relationship log, 50 names minimum. Name, relationship, how long, last contact. This is your legal fundraising universe. And then under 506 C, research and select a verification service, sign up for a free trial on whatever CRM that you decide to use before you need it. Then there's move number four is set your form D Calendar for the reminder. The moment you accept your first dollar, the 15 day clock starts. Your attorney files the form D, missing this window can cost you your safe harbor. Set the reminder the day before you even take a check. Then move five, write your 90 day marketing plan. Again, if you're a 506 B, 10 relationship dinners or calls in the next 90 days, no cold emails, no ads, pure warm relationship harvesting. If you're a 506 C, optimize your LinkedIn profile by the end of the week, select your verification service, have your attorney review your first email sequence, post your first piece of educational content. I did this over four years ago. 

Ryan Miller  

So here's what I want you to sit with as we wind down this episode. In version one, you guess at this decision, you pick an exemption, start raising, and six months later, your your attorney sends you a panicked email about general solicitation violations or skipped verifications. You spend $40-$80,000 on a legal cure. Your raise is delayed six months. Some investors even pull out because they have lost confidence in your ability to lead. You start over with less money, less momentum and less trust than when you started. But in version two, you made this decision right from day one, you picked the right exemption for your network and your ambition, your marketing plan was built around exemption rules. Your attorney reviewed every piece of communication before it went live. Your documentation was clean from the first investor to the last. You raised capital confidently because you knew you were doing it right, every dollar you raise stayed raised. 

Ryan Miller  

Version two does not require more talent than version one. It does not require more money. It requires that you understand this framework I just taught you. Make the right call and then execute with discipline. That's it. The fund managers who win in this game are not the ones who got lucky, they're the ones who built their raises on a solid foundation and did not spend years clawing out preventable mistakes. That foundation starts with getting Reg D right today, not next month, not after your first close, get it right today. So if you want to get the playbook that goes into this episode, it has the full decision flow chart, cost comparison and compliance documentation checklists. Link is in the description in the notes. You do these things, and you too will be well on your way in your pursuit of Making Billions.

Ryan Miller  

Wow, what a show, I hope you enjoyed this episode as much as I did. Now, if you haven't done so already, be sure to leave a comment and review on new ideas and guests you want me to bring on for future episodes. Plus, why don't you head over to YouTube and see extra takes while you get to know our guests even better, and make sure to come back for our next episode, where we dive even deeper into the people, the process and the perspectives of both investors and founders. Until then, my friends, stay hungry, focus on your goals and keep grinding towards your dream of Making Billions.