A plain-English explainer of the boundaries people ask about most. This page defines the lines — it does not tell you what to do at them. Every answer here is general information, and every real decision belongs with a licensed professional in your jurisdiction.
Information vs. advice — the UPL line
General information explains how something usually works for everyone. Advice applies the rules to your specific facts and tells you what to do. Only a licensed attorney may give legal advice; offering it without a license is the unauthorized practice of law (UPL). The same shape applies in tax (CPAs and tax attorneys) and investments (registered advisers). Educational content like this stays on the information side of the line and hands you off to the right licensed professional for the advice side.
Reg D 506(b) vs. 506(c)
Both are exemptions under the SEC’s Regulation D that let private offerings raise capital without a full public registration:
- 506(b) — no general solicitation; typically used with investors the issuer already has a relationship with; can include a limited number of non-accredited investors.
- 506(c) — general solicitation is permitted, but all investors must be accredited, and the issuer must take reasonable steps to verify accredited status.
Which path fits a given raise is a legal question for securities counsel — and rules change, so confirm the current requirements.
What is an accredited investor?
Under SEC Rule 501, an accredited investor is generally a person meeting certain income or net-worth thresholds, or holding certain professional certifications, or an entity meeting defined criteria. The exact thresholds and categories are updated over time, so always check the current SEC definition with a licensed professional rather than relying on a number you saw online.
Finder vs. broker — the transaction-based-comp test
The bright line here is how someone is paid. A registered broker-dealer can be compensated based on whether a securities transaction closes. Being paid a success or finder’s fee tied to a securities transaction without registering can mean acting as an unregistered broker — which carries serious consequences. This is exactly why responsible operators state plainly that they do not solicit investors and take no transaction-based or finder compensation. The precise boundary is fact-specific; confirm it with counsel.
“Not tax advice” / Circular 230
Tax advice applies tax law to your specific situation and is the domain of licensed professionals — CPAs and tax attorneys — governed in part by IRS Circular 230. General education about how taxes commonly work is not tax advice and can’t be relied on for your filing. For your situation, consult a licensed tax professional.