What is the difference between Rule 506(b) and 506(c) when marketing an OZ fund?

Rule 506(b) does not allow general solicitation or advertising and permits accredited investors plus a limited number of sophisticated non-accredited investors, subject to applicable requirements. Rule 506(c) allows general solicitation, but all investors must be accredited and the issuer must take reasonable steps to verify that status. The distinction affects websites, webinars, email, advertising, and how an issuer handles investor qualification.

What should an OZ fund website include?

An OZ fund website should help investors quickly understand the opportunity, why the sponsor is positioned to execute it, and how it may fit their investment goals. Include a clear investment thesis, property and market details, the business plan, team experience, substantiated track record, investment minimums, expected holding period, and key risks. Use compelling visuals, a concise overview or pitch deck, FAQs, and educational content to answer common questions, with an easy way to request materials, register for a webinar, or schedule a conversation. From an investor relations perspective, make it easy to find updates and contact the team, while keeping all claims consistent with the offering materials.

506(b) vs 506(c) Fund Marketing

Choose the operating boundaries before the channels

Start with the issuer’s counsel-approved offering approach, not a preferred ad platform or a ready-made webinar campaign. Ask which communications are permitted, who may receive them, and what review or access process is required. Put the answers into an operating brief that marketing, investor relations, and outside vendors can actually use. A legal conclusion that stays in an email thread will not reliably govern a website update or a new outreach sequence.

Rule 506(b) permits accredited investors and a limited number of sophisticated non-accredited investors, subject to applicable requirements, but does not allow general solicitation or advertising. Rule 506(c) permits general solicitation but requires all investors to be accredited and reasonable steps by the issuer to verify accreditation. Neither description resolves every question about a particular communication or recipient. Have counsel apply the requirements to the actual plan. Consult your tax and legal advisors.

Audit the entire communication path

A campaign includes more than the final deck. Review the invitation, landing page, registration form, confirmation email, presentation, recording, downloadable files, and follow-up. Also consider what happens when a recipient forwards a link or when a recording is posted publicly. Materials that were prepared for one audience should not automatically be reused for another. Give someone responsibility for understanding the complete path instead of approving isolated assets without their distribution context.

Inventory existing public content before adding new material. Look at old social posts, archived webinars, search results, and documents that remain accessible through direct links. Do not assume that adding a disclaimer changes the character of a communication or makes a distribution method permissible. Counsel should decide which changes, restrictions, or review steps are needed for the offering. Record those decisions so the team does not repeatedly reopen the same uncertainty. Consult your tax and legal advisors.

Separate audience research from investor verification

Marketing can research audience interests and measure educational engagement, but those activities do not establish an investor’s legal status. A professional title, estimated net worth, purchased-list category, or event registration is not a completed accreditation verification process. Avoid CRM labels that imply a legal conclusion when they only describe a marketing assumption. Use language that tells staff what has actually happened and who is responsible for the next step.

Under Rule 506(c), the issuer must take reasonable steps to verify accredited status. The issuer and its advisors should determine an appropriate process and the role of any qualified outside provider. Marketing staff should know how to route people to that process without requesting unnecessary sensitive documents through ordinary contact forms. Limit access to information according to actual responsibilities, and keep promotional follow-up distinct from the verification decision. Consult your tax and legal advisors.

Build review into everyday production

Give each asset an owner, a version, an intended audience, and an approval status. Store the approved copy where the working team can find it, and remove superseded attachments from active workflows. A short approval checklist is more useful than a long policy that nobody consults. Include claims, audience, distribution, disclosure placement, and the destination of the next-step link. Check that changes to one asset do not contradict another.

Define what requires a fresh legal or compliance review. A new claim, a different audience, a changed offering, or a new distribution channel should not be treated as a routine visual edit. Make it easy for staff and vendors to raise a question before publishing. Record the decision and update the working instructions afterward. These steps support a controlled process; they are not a legal safe harbor or a guarantee of compliance. Consult your tax and legal advisors.

Design webinars and follow-up together

For an educational event, decide who can be invited, how registration is handled, what the presenter can discuss, and whether a recording can be shared. Prepare a process for questions that should be addressed privately by the issuer or its advisors. The event team should know when to pause instead of improvising an answer about eligibility, the offering, or a prospect’s tax circumstances. The same standards should apply to guest speakers and moderators.

Write the follow-up while reviewing the event, not after it has already been delivered. A recording email, requested document, and meeting invitation should fit the approved audience and purpose. Do not treat a webinar participant as verified or committed because they watched a presentation. Preserve the distinction between general education and an issuer’s offering process in both the message and the CRM record. Consult your tax and legal advisors.

Keep responsibilities explicit as the program grows

Document who approves communications, who responds to offering questions, who handles verification, and who confirms transaction status. Review those responsibilities when staff, vendors, or channels change. Outsourcing production does not remove the need for issuer oversight. Likewise, a marketing consultant’s involvement should not be described as securities placement, brokerage, or investment advice. Clear boundaries make handoffs more consistent and reduce the temptation to infer authority from a job title.

RevGen provides marketing, investor relations strategy, and sales process consulting. Sponsors should use their legal and compliance professionals to determine offering requirements and their authorized team to conduct securities activity. When a rule or offering changes, revisit the entire communication system rather than editing a single sentence and assuming the rest remains accurate. Keep the operating brief, approved materials, and team training aligned. Consult your tax and legal advisors.

Opportunity Zone Marketing: 506(b) vs 506(c) for Fund Sponsors