What Is General Solicitation?
Direct answerGeneral solicitation is publicly advertising that your startup is raising money. This includes promoting your fundraising round through public channels such as social media, websites, podcasts, conferences, newsletters, or speaking to people with whom you have no existing relationship.
Whether you are allowed to use general solicitation depends on the fundraising exemption your company chooses under Regulation D. If your startup is raising money under Rule 506(b), general solicitation is not allowed. If your startup is raising money under Rule 506(c), general solicitation is allowed, but every investor who invests must be an accredited investor whose status has been verified before their investment is accepted.
For founders, understanding what counts as general solicitation is important because the way you communicate about your fundraising should match the exemption you selected from the beginning. A simple public post announcing your raise may affect which fundraising rules apply to your round.
Private conversations or public announcements
Think of general solicitation as the difference between inviting specific people into a private conversation and making a public announcement for everyone to hear.
If you privately approach investors you already know or who were introduced through your network, that generally fits the private fundraising approach used under Rule 506(b).
Once you publicly announce that your startup is raising money through a LinkedIn post, your website, a podcast interview, a conference presentation, or another public channel, you have moved into general solicitation.
That distinction matters because different fundraising rules apply depending on whether your fundraising stays private or becomes public.
Understanding where that line exists makes it much easier to choose the right fundraising path before speaking with investors.
What the SEC says, and what founders are actually asking
The SEC explains that general solicitation includes advertising, public announcements, and broad outreach to investors through public channels. Rule 506(b) does not allow general solicitation. Rule 506(c) allows general solicitation only if every purchaser is an accredited investor and the company takes reasonable steps to verify that accredited status before accepting an investment.
The fundraising exemption you choose determines how openly you may talk about your raise.
If your company is relying on Rule 506(b), fundraising should remain private. If you want to publicly promote your fundraising round, Rule 506(c) provides that option, but it also requires every investor to be an accredited investor whose status has been verified.
The important decision is not simply whether you want to advertise. It is choosing the fundraising path that matches how you plan to find investors.
The confusion usually comes from treating fundraising announcements like ordinary marketing.
Founders spend time promoting their products, hiring new employees, or announcing company milestones, so it feels natural to promote a fundraising round in the same way.
The reality is that fundraising follows its own set of rules. Understanding those rules early makes it much easier to choose the right workflow, communicate consistently with investors, and avoid changing direction halfway through a fundraising round.
General solicitation is not simply about advertising. It is one of the decisions that shapes how your entire fundraising round operates.
Once you understand whether your fundraising will remain private or be publicly promoted, the rest of your investor onboarding, documentation, and fundraising workflow becomes much easier to organize.
From private outreach to one organized workflow
The fundraising exemption you choose shapes how your entire fundraising round is managed.
When you create a fundraising round inside Cairnul, the first step is selecting the Regulation D exemption your company will rely on. That decision becomes the foundation for the rest of the workflow.
For founders using Rule 506(b), Cairnul keeps the fundraising workflow centered around private investor relationships rather than broad public outreach. Investor records, SAFE agreements, fundraising documents, milestones, and Form D preparation stay connected to the same fundraising round instead of being spread across emails, spreadsheets, and shared folders.
If your fundraising strategy relies on Rule 506(c), the workflow reflects that choice by organizing investor verification alongside the rest of the fundraising process. Every document, investor record, and fundraising milestone remains connected to the same round, giving founders a clear view of what has been completed and what still needs attention.
Instead of wondering whether your fundraising activities match the exemption you selected, you move through one organized workflow where investors, documents, and important fundraising decisions stay connected from beginning to end.
Many founders assume general solicitation is simply another word for advertising.
In reality, it is one of the most important decisions that shapes how a fundraising round operates.
A founder might post on LinkedIn that their startup is raising money without realizing that public announcement could affect which Regulation D exemption is appropriate for the round. The misunderstanding usually happens because founders think about fundraising like marketing, when the two follow different rules.
The better approach is deciding how you plan to find investors before your fundraising begins. Once that decision is made, your communications, investor onboarding, documents, and fundraising workflow become much easier to keep consistent throughout the round.
Decide how you will find investors first
Decide whether your fundraising round will remain private or include public promotion.
Choose the Regulation D exemption that matches your fundraising strategy before speaking with investors.
Understand what activities may qualify as general solicitation before announcing your raise publicly.
Keep your investor communications consistent with the fundraising exemption you selected.
Organize fundraising documents and investor records from the beginning of the round.
Keep investor information, fundraising milestones, and important deadlines together in one structured workflow.
Frequently asked questions
No.
Rule 506(b) is designed for private fundraising and does not allow general solicitation or general advertising.
Yes.
Rule 506(c) allows founders to publicly promote their fundraising round, provided every investor is an accredited investor whose status has been verified before investing.
It may be.
A public LinkedIn post announcing that your startup is raising money may qualify as general solicitation depending on the circumstances and the exemption your fundraising round relies on.
General solicitation affects which Regulation D exemption your fundraising round can rely on. Understanding that distinction helps founders organize their fundraising strategy before approaching investors.
General solicitation is publicly advertising that your startup is raising money. This includes public communications such as social media posts, websites, podcasts, conferences, and other broad outreach.
Choose your fundraising path before you go public.
Cairnul helps founders organize investors, documents, and compliance in one place, so the whole raise stays clear from first sale to close. Join the waitlist to be among the first founders to run a cleaner, more organized round.
Join the waitlistDisclaimer. This content is provided for educational purposes only and does not constitute legal, tax, or investment advice. Fundraising rules, filing requirements, and fees may vary by jurisdiction and change over time. Always confirm current requirements with qualified counsel or the relevant regulator.