Regulation S
SEC safe harbor for offerings to non-US persons outside the United States.
Definition
Regulation S provides safe harbor for securities offerings to non-US persons made outside the US. Companion to Reg D for cross-border offerings. Often used in combination: Reg D for US investors, Reg S for foreign.
Context
Relevant for Delaware LLCs raising from foreign investors.
Example
A Delaware LLC raises $3M from foreign investors under Reg S and $2M from US accredited investors under Reg D 506(c). Two parallel offering tracks.
Common pitfalls
- Substantial US presence (US offices, US activities) can taint Reg S.
- Resale restrictions apply to Reg S securities.