Private offerings · Reg D
The words a sponsor cannot post.
Seven of these 47 phrases are about a direct message. “DM me for the deck”, “link in bio to invest”, “comment below for the deck”. Under a 506(b) raise those are general solicitation, and the exemption is the thing they cost you.
The rest are the promises a security may never make and the words that turn an ordinary market post into an offer. Below is the full list the engine runs.
A screening tool, not legal advice. Your compliance officer or counsel has the last word.
18 of the 47
Soliciting in public
A 506(b) raise may not be generally solicited. These are the phrasings that make a post an offer to the public rather than a conversation with people you already knew, and a DM request is still a public ask when the invitation to send it was public.
- now accepting investors
- spots left
- closing soon on this
- open to all investors
- all investors welcome
- accredited or not
- accredited or non-accredited
- non-accredited welcome
- anyone can invest
- open to everyone
- no minimum net worth
- dm me for the deck
- dm for the deck
- message me for the deck
- dm me for the deal
- dm me to invest
- link in bio to invest
- comment below for the deck
9 of the 47
Naming the deal
Describing the asset class, the market or the thesis is commentary. Naming a specific offering and inviting money into it is an offer, and the engine draws the line there.
- invest in our
- invest in this property
- invest in this deal
- invest in this building
- invest in this community
- our next deal
- join our next deal
- join the next deal
- our upcoming deal
8 of the 47
Promising the principal is safe
“Principal protection” reads as a feature and functions as a promise. No equity position in real property carries it, and saying so is the claim most likely to be read back to you later.
- principal protection
- principal protected
- protected principal
- your principal is protected
- principal is safe
- no loss of principal
- downside protection
- capital preservation guaranteed
12 of the 47
Promising a return
Guarantees, risk-free, double your money, passive income. The whole family of claims a security may not make, in the words people actually use.
- guaranteed
- guarantee
- risk-free
- no risk
- can't lose
- cannot lose
- safe investment
- double your money
- get rich
- passive income machine
- passive income
- no accreditation required
What every piece has to carry
Refusals are half of it. The engine also checks that these are present, and flags a piece missing any of them:
- The offering disclaimer
- Accredited-investor language where applicable
A clean scan is not a compliant piece. Copy with none of the 47 phrases and none of these still fails.
The questions people ask first.
All nine rulebooks, 390 phrases, published in full →
Another trade? Real estate’s 167 → · Mortgage’s 51 →
Is “DM me for the deck” general solicitation?
Under a 506(b) raise, yes. The exemption depends on not soliciting publicly, and a public invitation to send a private message is still a public invitation. A 506(c) raise may advertise, but then every investor has to be verified as accredited.
Can I post about the market without naming a deal?
Yes, and that is the whole point of the line this engine draws. Commentary on an asset class, a submarket or a thesis is not an offer. Naming a specific offering and inviting money into it is.
Why is “principal protection” refused?
It reads as a feature of the investment and functions as a promise about outcomes. No equity position in real property carries it.
What has to appear on every piece?
The offering disclaimer, and accredited-investor language where it applies.
Run it on something you already published.
Free, no sign-in, nothing kept. Or put it in your browser and right-click any copy you write.