Under the Securities Act of 1933, any offer to sell securities must either be registered with the United States Securities and Exchange Commission or meet certain qualifications to exempt them from such registration. Regulation D contains the rules providing exemptions from the registration requirements.
A Regulation D offering is intended to make access to the capital markets possible for small companies that could not otherwise bear the costs of a normal SEC registration. Reg D may also refer to an investment strategy, mostly associated with hedge funds, based upon the same regulation. The regulation is found under Title 17 of the Code of Federal Regulations, part 230, Sections 501 through 508.