General solicitation is any broad public marketing of a securities offering—when you are not limiting fundraising talk to pre-existing relationships and qualified private channels.

How it works

Under US Reg D, traditional 506(b) offerings prohibit general solicitation; founders rely on warm intros and existing networks. 506(c) allows public advertising but requires reasonable steps to verify every purchaser is accredited. Examples of general solicitation include open LinkedIn posts asking anyone to invest, mass email blasts to unknown lists, and public demo days without gating. Fund managers face similar constraints when marketing new funds. Other jurisdictions have parallel rules. Crowdfunding platforms use different exemptions entirely. Counsel should review websites, podcasts, and conference pitches that mention an active raise.

Why it matters

• Founders: A viral “we’re raising” post can trigger compliance obligations or disqualify your exemption if documentation fails.
• Investors: GPs marketing publicly must run accredited verification workflows—investors should expect formal certification steps.

Common mistake

Assuming “stealth” tweets or public pitch events do not count because you never shared a term sheet link. Regulators look at whether the audience was general, not whether documents were attached.

Related ideas

Regulation D, accredited investor verification, private placement memorandum, and Rule 506(c) offerings.