Understanding the Difference Between 506(c) and 506(b) Offerings in Multifamily Real Estate Investing

Investing in multifamily real estate can be a lucrative opportunity, but navigating the regulatory landscape is crucial. Two common types of securities offerings used in these investments are 506(c) and 506(b). Understanding the differences between these two can help investors and syndicators make informed decisions.

Overview of Regulation D Offerings

Regulation D under the Securities Act of 1933 provides exemptions allowing companies to raise capital without registering with the SEC. Within this regulation, Rule 506 offers two distinct exemptions: 506(b) and 506(c). Both exemptions are popular in multifamily real estate investing, but they have key differences that affect how the offerings are conducted.

What is a 506(b) Offering?

A 506(b) offering, also known as a private placement, allows companies to raise an unlimited amount of capital from an unlimited number of accredited investors and up to 35 non-accredited but sophisticated investors. One of the main advantages of a 506(b) offering is the ability to include non-accredited investors, provided they have sufficient knowledge and experience in financial and business matters to evaluate the investment.

Restrictions on Advertising and General Solicitation

One of the significant limitations of a 506(b) offering is the prohibition on general solicitation and advertising. This means that issuers cannot publicly market the investment opportunity. Instead, they must have a pre-existing relationship with potential investors before making the offering. This often involves tapping into a network of personal and professional contacts.

Investor Verification Requirements

In a 506(b) offering, investors can self-certify their accredited status. While issuers are expected to take reasonable steps to verify this status, they do not need to conduct the stringent verification required in a 506(c) offering. This can simplify the investment process and reduce administrative burdens.

What is a 506(c) Offering?

Introduced as part of the JOBS Act in 2012, a 506(c) offering allows issuers to engage in general solicitation and advertising to raise capital. This means that issuers can openly market their investment opportunities to a broad audience, including through social media, email campaigns, and public events. However, in order to participate in a 506(c) offering, all investors must be verified as accredited through one of the following methods:


1. Income Verification: Investors must provide documentation (such as tax returns or W-2 forms) proving that they have an annual income of at least $200,000 for the past two years ($300,000 if filing jointly with a spouse).


2. Net Worth Verification: Investors can submit a statement from a licensed accountant, attorney, or financial advisor certifying that their net worth is at least $1 million (excluding the value of their primary residence).


3. Professional Certification: Investors who hold certain professional certifications (such as Series 7 or Series 82 licenses) can use these to self-certify

Strict Verification of Accredited Investors

A key requirement for 506(c) offerings is that all investors must be accredited, and the issuer must take reasonable steps to verify this. Verification methods include reviewing income statements, bank statements, tax returns, and third-party verification letters from licensed professionals such as CPAs, attorneys, or investment advisors. This ensures that only qualified investors participate, providing a higher level of protection for the investors.

Benefits of Broad Marketing Reach

The ability to advertise widely can significantly expand the pool of potential investors for a 506(c) offering. This can be particularly advantageous for large multifamily real estate projects that require substantial capital. By leveraging public marketing strategies, issuers can reach a broader audience and potentially raise funds more quickly.

Choosing Between 506(b) and 506(c)

The decision to use a 506(b) or 506(c) offering depends on several factors, including the target investor base, the need for public advertising, and the administrative capacity to verify investor accreditation. For issuers with a strong network of sophisticated investors, a 506(b) offering may be preferable due to its simplicity and flexibility. However, for those looking to tap into a larger market of accredited investors through public solicitation, a 506(c) offering could be more effective. It is important to carefully consider these factors and consult with legal advisors before making a decision.


Benefits of Publicly Advertised Offerings

There are several benefits of publicly advertised offerings, also known as general solicitation or 506(c) offerings. These include:

1. Increased Exposure: By publicly advertising the offering, issuers can reach a wider audience of potential investors who may not have otherwise been aware.

2. Greater Efficiency: With a larger pool of potential investors, issuers may be able to raise funds more quickly and efficiently.

3. Potential for Lower Costs: In some cases, public marketing strategies can be more cost-effective than traditional methods such as private placements or offline networking.

4. Enhanced Credibility: Publicly advertised offerings can help build credibility and awareness for the company, which may attract more investors in the long run.

5. Opportunity for Feedback: With a public offering, issuers can receive feedback from potential investors and use it to improve their pitch or offering structure.

6. Access to Different Types of Investors: Publicly advertised offerings can attract a diverse range of investors, including those who may not typically invest in private placements.

7. Better Valuation: A larger pool of interested investors may increase competition for shares and potentially result in a higher valuation for the company.

8. Flexibility in Fundraising Amounts: Unlike traditional methods where there may be minimum investment requirements, publicly advertised offerings allow issuers to raise any amount of funds they need.

9. Compliance with Securities Laws: By registering and publicly advertising the offering, issuers can ensure they are in compliance with securities laws, avoiding any potential legal issues.

10. Increased Visibility and Brand Awareness: Publicly advertised offerings can also bring more visibility to a company, potentially increasing brand awareness and attracting new customers or partners.


As you can see, publicly advertised offerings offer numerous benefits for both issuers and investors. They provide an efficient and transparent way for companies to raise capital and give investors access to a wider range of investment opportunities.


Both 506(b) and 506(c) offerings provide valuable pathways for raising capital in multifamily real estate investing. Understanding the key differences in investor eligibility, solicitation rules, and verification requirements is essential for issuers and investors alike. By carefully considering these factors, stakeholders can choose the most appropriate offering type to achieve their investment goals.

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