US Reg D – Subscription Agreement Clauses (Annex)
Plug-in clauses for private offerings of tokenized securities under Regulation D (Rules 504/506(b)/506(c)). Includes accredited investor reps, 506(c) verification, Rule 506(d) bad-actor, OFAC/AML, transfer restrictions & legends, and token registrar mechanics.
Updated: 2025-09-02 · Jurisdiction: US (Reg D) · File: DOCX
What’s inside
- Investment intent & illiquidity acknowledgments.
- Accredited investor checklist (Rule 501(a)); 506(c) verification language.
- Rule 506(d) bad-actor representation.
- Transfer restrictions & legends (Securities Act, Rule 144 notes), on-chain controls.
- OFAC / AML, tax forms (W-9/W-8), ERISA/’40 Act reps.
- Token registrar mechanics: allowlists, lock-ups, metadata legends, corporate actions.
Educational template — not legal advice. Align with counsel, offering route (506(b) vs 506(c)), and state blue-sky requirements.
Download & next steps
Download the annex and merge it into your subscription agreement. We can align legends, transfer logic, and verification workflows with your smart-contract and transfer-agent setup.