What is a Regulation D real estate offering?

A private sale of securities, usually LLC interests or notes in a property-holding company, under an SEC exemption that needs no review or qualified circular. The issuer files a Form D notice after the first sale, and sells only to accredited investors under Rule 506(c) or mostly to them under 506(b).

Can non-accredited investors buy Regulation D real estate?

Under Rule 506(c) no, every buyer must be verified as accredited. Under Rule 506(b) an issuer may take up to 35 non-accredited investors but cannot advertise, so most fractional platforms using Regulation D are accredited-only in practice.

How long are Regulation D shares locked?

They are restricted securities under Rule 144, which for a non-reporting issuer means a one-year holding period before resale without registration. After that, resale depends on whether the platform runs a market, and most do not guarantee one.

Was RealT a Regulation D offering?

Yes. RealT sold tokens to US accredited investors under Rule 506(c) and to non-US persons under Regulation S, never registering with the SEC. The company entered voluntary liquidation on 2 July 2026, and Threeworld's write-up of what happened to RealT covers the sequence.

Regulation D Real Estate: Private Placements for Accredited Investors

Regulation D is the exemption US private capital runs on, and in fractional real estate it is the structure behind accredited-only offerings and most of the tokenized ones. RealT sold its tokens to US investors under Rule 506(c), Reental offers its series to US accredited investors the same way, and Fundrise's credit funds sit here too. A Regulation D offering needs no SEC review and no qualified circular. The issuer files a short notice called Form D after the first sale, and from then on the only documents you read are the ones the issuer chose to write. This page explains what you hold, the difference between the two Rule 506 routes, who counts as accredited, why your shares are locked for a year, and what to read when there is no regulator reading for you.

“The SEC never reads a Regulation D offering. You have to.”By Dean Shaked · Updated October 24, 2026

Who uses this structure on Threeworld

No platform listed on Threeworld sells under this structure today. The page is here so you can recognise it when a platform does.

Table of contents

What You Actually Own

A Regulation D real estate offering sells you a security issued by a private company. In fractional real estate that is usually a membership interest in a Delaware or Wyoming LLC that holds the property, sometimes a promissory note secured on it, and on tokenized platforms a token that records the interest on a blockchain. RealT's tokens were membership interests in a per-property series of RealToken LLC, a Delaware series LLC, with the series holding the deed. Reental issues membership interests in a Florida series LLC as ERC-20 tokens on Polygon, and for its Spanish projects the LLC lends on to a Spanish company, so the US investor holds an interest in a lender, not a landlord. The operating agreement or note is the whole contract. There is no statutory minimum set of rights, no required independent manager and no rule that distributions must follow ownership. What the document gives you is what you have.

Rule 506(b) and Rule 506(c)

Regulation D has several rules, and fractional platforms use two. Rule 506(b) lets an issuer raise an unlimited amount from accredited investors plus up to 35 non-accredited ones, but forbids general solicitation. A platform selling under 506(b) cannot advertise the deal to the public, which is why these offerings live behind a login and a questionnaire. Rule 506(c), added by the JOBS Act in 2013, allows public advertising on one condition: every buyer must be accredited and the issuer must take reasonable steps to verify it, not just accept a tick box. Verification means tax forms, bank statements or a letter from a lawyer or accountant. In March 2025 SEC staff said a large minimum investment with a written representation could count as reasonable steps, which several platforms now rely on. RealT and Reental both chose 506(c), which is how they could show their listings to anyone while selling only to the verified few. Either way the issuer files Form D with the SEC within 15 days of the first sale. Form D is a notice, a few pages naming the issuer, the exemption, the amount raised and the people behind it. Nobody at the SEC approves it.

Who Counts as Accredited

An accredited investor is an individual with income above $200,000 in each of the last two years, $300,000 with a spouse, or net worth above $1 million excluding a primary residence, plus holders of certain financial licences. Entities qualify on assets or on every owner being accredited. The thresholds have not moved since 1982 except for the residence carve-out in 2010, so inflation has widened the pool every year. Non-US investors usually enter these same offerings through Regulation S, a separate exemption for sales outside the United States. RealT sold to non-US persons under Regulation S alongside its 506(c) sales to Americans, and Reental does the same. Regulation S carries its own distribution compliance period during which the securities cannot be sold back into the US.

The One-Year Lock and What Follows

Securities bought in a Regulation D offering are restricted securities. Rule 144 lets you resell them without registration only after a holding period, one year for an issuer that does not file SEC reports, which describes every fractional real estate LLC. RealT's registry row records the one-year holding period for US holders before tokens could trade, and Reental's records the same lock for US persons while non-US investors face none. After the year, resale depends on whether a market exists. RealT ran a website buyback at its discretion and allowed trading between whitelisted wallets on decentralised exchanges, until its voluntary liquidation on 2 July 2026 closed both routes. Reental's offering memoranda say no secondary market currently exists and tell you to assume the investment is illiquid until maturity. The lesson of what happened to RealT is that a Regulation D token with a thin market is a private placement with a price chart.

What You Get to Read

Regulation D sets no disclosure requirement for sales to accredited investors. A careful issuer writes a private placement memorandum covering the business, the risks, the fees, the conflicts and the financials, and a careless one writes a deck. Both are legal. Reental publishes an offering memorandum per series and has each one reviewed by a CNMV-registered adviser, who certifies marketing standards rather than the economics. RealT's disclaimer said plainly that no public market existed or was assured. Anti-fraud rules still apply. An issuer that lies in a Regulation D document is liable under the securities laws, but that is a remedy after the fact, not a review before it. The offering documents guide on Threeworld walks through what a memorandum should contain and how to read one.

What to Check Before You Buy

Find the Form D on EDGAR under the issuer's legal name, not the brand. Note the date of first sale and the exemption claimed, 506(b) or 506(c). Ask for the private placement memorandum or operating agreement before you verify your accreditation. A platform that will only show documents after onboarding is telling you something. Read the fee section and the manager's compensation, then compare with the platform's public pages. Mogul's own pages give two different entry fees and no exit fee, which is the kind of gap a memorandum should close. Work out the one-year lock from your purchase date and ask what market exists after it. If the answer is a buyback at the issuer's discretion, price in that it can stop. Check whether the token or interest can move only between whitelisted holders, and what happens to your position if the issuer stops maintaining the whitelist. If you are outside the US, find the Regulation S terms and the distribution compliance period.

Questions people ask

What is a Regulation D real estate offering?: A private sale of securities, usually LLC interests or notes in a property-holding company, under an SEC exemption that needs no review or qualified circular. The issuer files a Form D notice after the first sale, and sells only to accredited investors under Rule 506(c) or mostly to them under 506(b).
Can non-accredited investors buy Regulation D real estate?: Under Rule 506(c) no, every buyer must be verified as accredited. Under Rule 506(b) an issuer may take up to 35 non-accredited investors but cannot advertise, so most fractional platforms using Regulation D are accredited-only in practice.
How long are Regulation D shares locked?: They are restricted securities under Rule 144, which for a non-reporting issuer means a one-year holding period before resale without registration. After that, resale depends on whether the platform runs a market, and most do not guarantee one.
Was RealT a Regulation D offering?: Yes. RealT sold tokens to US accredited investors under Rule 506(c) and to non-US persons under Regulation S, never registering with the SEC. The company entered voluntary liquidation on 2 July 2026, and Threeworld's write-up of what happened to RealT covers the sequence.

Found this useful? Share itPost LinkedIn

All articles

Regulation A+ Real Estate: What You Own When Anyone Can Buy

Regulation Crowdfunding and Real Estate: The $5 Million Route