General Solicitation Rules: What Founders Can Say On Stage and Online

Founders are told to build in public, pitch at events and share their story online. But when a company is raising money, what it says in public can affect which securities law exemption it can use. Announcing a raise on social media or pitching an open audience can count as "general solicitation", which is prohibited under the most commonly used private offering exemption.

This guide explains what general solicitation is, how it affects Rule 506(b) and 506(c) offerings, the special rules for demo days, and practical guidance on what founders can say.

1. What Is General Solicitation?

General solicitation means offering securities through broad public communications, such as public websites, social media posts, media interviews, advertisements, or presentations to audiences without pre-existing relationships with the company. The key question is whether the company is offering securities to the public rather than to people it already knows.

2. Rule 506(b): No General Solicitation

• The most common exemption for private rounds. See our map of US fundraising exemptions.
• Prohibits general solicitation. Investors should generally be people with whom the company or its agents have a pre-existing, substantive relationship.
• Allows unlimited accredited investors and up to 35 non-accredited but sophisticated investors, with extra disclosure requirements for the latter.
• Investors can self-certify accredited status.

3. Rule 506(c): General Solicitation Allowed

• Allows general solicitation, including public announcements and online marketing.
• All investors must be accredited, and the company must take reasonable steps to verify their status, not just rely on self-certification.
• In 2025, SEC staff guidance indicated that high minimum investment amounts, combined with written investor representations, can in some circumstances satisfy verification. See accredited investor qualifications.

4. Demo Days and Pitch Events

SEC Rule 148, adopted in 2020, provides that certain communications at "demo day" events are not general solicitation, if conditions are met:

• The event is sponsored by a qualifying organisation, such as a university, government body, non-profit, angel investor group, incubator or accelerator.
• The sponsor does not make investment recommendations, negotiate terms or receive compensation beyond reasonable fees for the event, and follows other conditions.
• Online events are limited to identified participants, such as members or invited attendees.
• Founders share only limited offering information, such as that they are raising, the type and amount of securities, and the intended use of funds.

Events that do not meet these conditions may still count as general solicitation, so founders should check how an event is structured.

5. What Founders Can Usually Say

• Talking about the business, product, customers and vision, without offering securities, is generally fine.
• Announcing a completed round after closing is commonly done, though wording should avoid soliciting further investment in an ongoing offering.
• At qualifying demo days, founders can share limited information about a raise.

6. What to Avoid in a 506(b) Round

• Social media posts saying "we are raising, message me if interested".
• Public websites or pages inviting investment.
• Pitching an open, unrestricted audience about an active offering.
• Media interviews promoting the investment opportunity.

7. If You Have Already Solicited

If a company has generally solicited, it may need to rely on 506(c), including verifying all investors are accredited, or wait and restructure its approach. Take legal advice before accepting investments, and make sure Form D reflects the correct exemption. See Form D filing mistakes.

Frequently Asked Questions

Can I post on LinkedIn that we are raising?

In a 506(b) round, public posts inviting investment generally count as general solicitation. In a 506(c) round they are permitted, but every investor must be verified as accredited.

Is pitching at a demo day general solicitation?

Not if the event and communications meet Rule 148's conditions. Other events may count as general solicitation.

Can I announce my round after it closes?

Announcing a completed round is common, but avoid language that solicits further investment if the offering remains open.

What is a pre-existing substantive relationship?

A relationship that allows the company or its agent to assess an investor's sophistication and financial circumstances before offering securities.

The Bottom Line

What founders say in public can determine which exemption they can use. In a 506(b) round, avoid public offers; in a 506(c) round, you can speak publicly but must verify every investor. Qualifying demo days offer a middle ground. When in doubt, check with counsel before posting or pitching.

Global Capital Network connects founders and investors through our events and investor network. Get in touch to learn more.

This article is general information, not legal advice. Securities rules are fact-specific; consult a securities lawyer before communicating about a raise.