Posting a Private Placement Memorandum Online Behind a Password Protected website a General Solicitation?

Preparing a Private Placement Memorandum(PPM) that provides full and fair disclosure of the material aspects of the offering is recommended when offering and selling a Regulation D investment.

General solicitation includes websites, blast emails, and social networking media that can be viewed or accessed by the public.  Thus, PPMs should not be made available on an uncontrolled basis through internet access.

Private Placement Memorandum Behind a Password Wall

If a PPM is posted on a website that is protected by a password to limit access to those persons with whom the issuer or its representatives “have a pre-existing personal relationship,” this communication will not be considered a general solicitation.


However, it is important to be careful how you provide the PPM. You must keep careful track of potential investors that register for your website. You may lose exemption status if a PPM ends up in the hands of enough unintended unaccredited investors, because the post then may qualify as general solicitation. It is key to keep control of who sees and who can access and edit your offering materials.


When posting your PPM it’s highly recommended that you consult with a law firm that specializes in these dealings. At Corporate Securities Legal LLP, we continue to provide excellent service to our professional clients and their securities dealings. Contact us today for a free consultation: /location/contact/