Last reviewed: 7 August 2026 · By Randy Mitchell, Co-Founder, Private Capital Development
What changed: SEC staff accepted high-minimum self-certification for 506(c) verification on 12 March 2025 and have extended that position twice since. What did not: the rules themselves. General solicitation, Form D, bad-actor checks, and adviser and broker-dealer registration are all intact, and about 88% of offerings still use 506(b). Current as of 7 August 2026.
Educational content — not legal advice. See the full note at the end of this article.
Non-U.S. managers hear two stories about the current SEC. In one, the American private-fund market has been thrown open and the old cautions are obsolete. In the other, nothing important has moved and the loosening talk is hype. Both stories are wrong in ways that cost money. The confusion has a single cause: American securities regulation operates on three layers that change at different speeds, and most commentary never says which layer it is describing. This article separates them, lists what actually happened on each, and ends with the running log we update as events land. It is the page on this site most likely to have changed since you last read it, which is the point.
Sort every claim you hear into one of three layers, and the confusion mostly resolves itself.
The first layer is rule text: statutes passed by Congress and regulations adopted through formal rulemaking. This layer moves slowly, in public, with notice and comment, and it binds everyone including the SEC itself.
The second layer is staff guidance: interpretations, no-action letters, and published answers from the SEC's staff. These tell you how the people who administer the rules currently read them. They bind nobody, they can change without any formal process, and each one rests on the specific facts presented to the staff.
The third layer is posture: what the agency chooses to propose, prioritize, examine, and enforce. Posture follows leadership, and leadership follows elections.
The honest one-sentence answer to the section's question: posture has genuinely shifted in a deregulatory direction, staff guidance has loosened one important verification question, and the rules themselves have barely moved at all.
The dated ledger, most consequential first.
12 March 2025: the verification letter. SEC staff told the law firm Latham & Watkins that an issuer running a 506(c) offering can reasonably conclude its verification duty is satisfied where investors meet high minimums (US$200,000 for individuals, US$1,000,000 for entities, figures that come from the firm's request rather than the SEC's response) and give written representations, absent contrary knowledge. The same day, the staff published matching interpretive guidance. Our 506(b)/506(c) guide covers the substance; the point here is the layer. This is staff guidance, all of it.
23 January 2026: mixed methods confirmed. Staff confirmed that one offering may verify different investors by different methods. An extension of the March position, on the same layer.
21 July 2026: tokenized attestations accepted. Staff accepted digital attestations through a tokenized security as a valid way to deliver the letter's representations. Notable less for its subject than its signal: sixteen months on, the staff is extending the 2025 position rather than trimming it.
5 June 2024, acknowledged that October: the Private Fund Adviser Rules died. A federal appeals court vacated the SEC's 2023 private-fund rules in full, including quarterly statement, audit, and preferential-treatment requirements, along with amendments to the compliance rule. The SEC accepted the outcome and has proposed no replacement. This one is a change at the rule layer, in the deregulatory direction, made by a court.
12 June 2025: the custody proposal withdrawn. The 2023 safeguarding proposal came off the table.
2 January 2026: the AML delay. Treasury's rule bringing investment advisers, including exempt reporting advisers, into the anti-money-laundering regime was pushed to 1 January 2028, with a review promised in the interim.
7 July 2026: a deregulatory agenda. The SEC's rulemaking agenda, under Chairman Paul Atkins, lists private-market items including pay-to-play reform and a rulemaking on the status of finders, with proposals targeted for October 2026, plus measures to widen retail access to private markets. Every one of these is a stated intention. None is a proposed rule yet, let alone an adopted one.
Two beliefs circulate that the record does not support.
The first: that everyone now markets publicly under 506(c). The SEC's own filing statistics through the first quarter of 2026 show 506(c)'s share of offerings in the same band it has occupied since 2022, roughly 11 to 12 percent. What moved is the average size of a 506(c) offering, which nearly doubled after the letter, to US$56.4 million. Large institutional raises found the relief useful. The market's default did not flip, and a manager choosing an exemption today is choosing between two live options, with most of the market still on the quiet one.
The second: that staff relief is the same as repeal. The March 2025 letter describes itself in words worth keeping nearby: it "is not a rule, regulation, or statement of the Commission," it "has no legal force or effect," and different facts "might require the Division to reach a different conclusion." Convenience built on that letter is real convenience. It is not law.
The stable floor, item by item. General solicitation is still a defined and regulated concept, and choosing 506(b) still means no public offering activity from the first contact. Verification is still required under 506(c); it got easier to satisfy, and that is all. Form D still gets filed within 15 days of the first sale, still publishes your offering size and exemption choice, and still amends annually while the raise continues. Bad-actor disqualification still applies to the fund's people and its paid solicitors. The adviser rules still require most non-U.S. managers to file as exempt reporting advisers, on the same conditions as before. The broker-dealer regime is untouched: who may solicit U.S. investors for compensation, and how they may be paid, is the same body of law it was five years ago, and the SEC was still bringing unregistered-broker cases in 2025. Pay-to-play is unchanged, and one practitioner summary from late 2025 called election season its period of peak exposure.
A manager who reads the loosening as "anything goes" is betting a fundraise on the least durable layer of the three. Enforcement built on unchanged rules survives every change of administration.
Match your reliance to the layer's speed.
Staff guidance can change overnight. A new division director can withdraw a letter without asking anyone. The practical rule: build convenience on staff positions, never structure. If your fund's architecture only works while the March 2025 letter stands, the architecture is wrong.
Rules require rulemaking to change, in either direction. The vacated private-fund rules would need a full new proposal to return. The agenda's deregulatory items need proposals, comment periods, and adoption before they are anything. Rules are what you may build structure on.
Posture turns over with leadership. The current agenda expires with the administration that wrote it. Anchor nothing to posture except your sense of near-term examination risk, and even there, remember that rulemaking posture and enforcement posture are different things. A quiet rulemaking agenda says nothing about whether the enforcement division brings its next unregistered-broker case.
Managers who fare best across administrations anchor their U.S. plans to the layer that does not move, the relationships and the rules, and treat the rest as weather.
Five dates and standing checks, for a manager planning a U.S. raise into 2027:
Educational content only. This article explains publicly available regulation for general information, current as of the "Last reviewed" date shown above. It is not legal, tax, or compliance advice — U.S. securities law and EU marketing law each require qualified counsel, and nothing here substitutes for either. Private Capital Development LLC is not a law firm, and is not a placement agent or broker-dealer; we do not conduct regulated fund distribution in the European Union or the United States. We connect fund managers and institutional investors through relationship facilitation on a flat-fee retainer.
About the author. Randy Mitchell is the co-founder of Private Capital Development LLC. He spent thirteen years at the U.S. Department of Commerce / International Trade Administration, from 2001 to 2014, where he organized and ran more than 150 LP/GP introductory sessions across 45 cities on six continents. He is not a lawyer, and this is not legal advice.
For managers planning a U.S. raise: CapitalConnect, multi-city U.S. roadshows built for non-U.S. managers meeting U.S. institutional investors. For ongoing U.S. relationship development: Concierge, one-to-one LP introduction support on a flat monthly retainer. We are not lawyers and this is not a compliance service: we handle the relationship side while your counsel handles the regulatory side.