What 506(c) allows
Rule 506(c) lets an issuer raise an unlimited amount from accredited investors and publicly solicit the offering. In exchange for the ability to advertise, the issuer takes on a stricter verification duty.
The deal manager is the issuer. The offering is the manager's; a platform that helps structure it is not the one raising capital.
Verifying accredited investors
Under 506(c) the issuer must take reasonable steps to verify that every investor is accredited. A checkbox self-attestation is not sufficient — that's the key difference from 506(b).
Verification is commonly handled through income or net-worth documentation, or a letter from a qualified third party. Build verification into your process before you accept funds.
Staying out of broker-dealer territory
A software platform generally avoids broker-dealer status when it is not compensated based on capital raised, does not handle investor funds or securities, and does not recommend or negotiate the investment. A flat software fee — not a percentage of the raise and not carry — is load-bearing here.
Non-custodial settlement matters too: if funds move directly between the parties and never touch the platform, the platform is not acting as a custodian.
What the software is — and is not
Software for structuring a 506(c) offering is infrastructure, not a broker-dealer, investment adviser, custodian, or fund. It does not give investment advice or make an offer or solicitation.
This is educational information, not legal advice. Engage qualified securities counsel for any specific raise.