Your counsel decides whether and how to switch. InvestReady runs everything that happens to investors once they do, and has since 2016 for a $1B+ 506(c) program.
Attorney-led. Independent of every broker-dealer and platform.
Once an offering relies on 506(c), every purchaser from that point on must be verified, and kept current.
Reasonable steps to verify accredited status, for every sale after the switch.
Verification has to be current at each sale. Reinvestments and late closes reset it.
Certificates and an audit trail the issuer can hand to a regulator, auditor, or buyer.
Counsel amends the Form D and updates the offering documents. We align the program to them.
The 35-investor cap, the no-marketing rule, or a buyer base you can only reach publicly. Your counsel says the switch is available. You need it to work in practice.
You keep the engagement and the legal work. We are the vendor you refer the client to for the operational half: program design, verification, renewals, records.
Counsel's decisions in the top lane. InvestReady's work in the bottom one. Nothing overlaps.
Treatment of investors who purchased before the switch is a legal determination for counsel. Whatever counsel decides, the program is built to match, including verifying pre-switch holders if counsel wants belt and suspenders.
The SEC staff's March 12, 2025 no-action letter confirmed that a sufficiently high minimum investment, paired with written representations from the purchaser and no contrary knowledge, can satisfy 506(c)'s verification requirement. The request described $200,000 for individuals and $1,000,000 for entities.
For funds with institutional-size tickets, this removes most of the friction that kept them on 506(b). We run this method alongside third-party review, so counsel can pick the mix and the thresholds for the offering.
Staff guidance, applied to the facts described in the request. Whether and how it applies to a given offering is counsel's determination.
Since 2016 we have run accredited investor verification for a $1B+ Reg D 506(c) demand note program: thousands of investors, continuous subscriptions and reinvestments, 90-day renewals, and the five-year verification cadence. The operational pattern of a switch is something we have lived inside for nearly a decade.
No. Whether to switch, how to handle prior conduct and prior investors, and what to file are your counsel's determinations. InvestReady is engaged by the issuer as a compliance vendor and builds the verification program to counsel's direction. Our review is attorney-led, which is about the quality of the verification, not about advising the issuer on the exemption.
That is a legal question for counsel, and the answer depends on the offering. Whatever counsel decides, we can run verification only from the switch date forward, or include pre-switch holders in the same program.
It means a high minimum plus written representations can be a reasonable step. The representations still have to be collected, kept, and checked against what the issuer knows, for every purchaser, with the Form D indicating 506(c). We run that method as a workflow, usually at lower cost than document review, and combine it with third-party review for tickets under the threshold.
Collecting documents is not verifying them, and most administrators will not sign a verification. We review, certify, track the 90-day clock across reinvestments, and keep the record. Your administrator keeps doing what it does.
Yes. Through accreditoken, verified status can be issued as an onchain credential for permissioned token platforms, in addition to the standard certificate.
It depends on volume and method mix. We scope it in one call and send the current pricing guide. The first conversation is free, including for counsel who want to understand what a client's switch would take.
One call, no charge. Issuers, counsel, and administrators welcome.