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Under Regulation D, which rule allows an issuer to raise an unlimited amount of capital from accredited investors without general solicitation?

Rule 504

Rule 505

Rule 506(b)

Rule 506(c)

to track

2026 Statistics

Key Facts: Series 82 Exam

70-75%

First-Time Pass Rate

Industry estimate

70%

Passing Score

35/50 questions

40-60 hrs

Study Time

Recommended

45%

Regulation D

Largest section

$100

Exam Fee

FINRA

1h 30m

Exam Duration

FINRA

The Series 82 exam has an estimated 70-75% first-time pass rate. It requires 70% (35/50 questions) to pass in 1 hour 30 minutes. The exam covers four major areas: Private Offerings and Regulation D (45%), Due Diligence and Offering Documents (20%), Trading and Markets (20%), and FINRA Rules/Securities Act (15%). Prerequisites: SIE + firm sponsorship. Plan for 40-60 hours of study.

Sample Series 82 Practice Questions

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1Under Regulation D, which rule allows an issuer to raise an unlimited amount of capital from accredited investors without general solicitation?

A.Rule 504

B.Rule 505

C.Rule 506(b)

D.Rule 506(c)

Explanation: Rule 506(b) allows issuers to raise unlimited capital from an unlimited number of accredited investors plus up to 35 non-accredited sophisticated investors, provided there is no general solicitation or advertising. Rule 504 is limited to $10 million in a 12-month period. Rule 505 was repealed in 2016. Rule 506(c) permits general solicitation but requires all purchasers to be verified accredited investors.

2What is the maximum offering amount allowed under Rule 504 of Regulation D in any 12-month period?

A.$1 million

B.$5 million

C.$10 million

D.Unlimited

Explanation: Rule 504 permits offerings of up to $10 million in a 12-month period. This was increased from $5 million in 2017. Rule 504 allows offerings to non-accredited investors without specific information requirements, but state securities laws must still be complied with.

3Under Rule 506(c), what verification method is NOT considered sufficient for confirming accredited investor status?

A.Reviewing tax returns for the prior two years

B.Obtaining a written confirmation from a registered broker-dealer

C.Accepting the investor's self-certification without additional documentation

D.Reviewing bank statements showing assets exceeding $1 million

Explanation: Under Rule 506(c), issuers must take reasonable steps to verify accredited investor status. Self-certification alone is not sufficient. Acceptable methods include reviewing tax returns, bank statements, brokerage statements, or obtaining written confirmation from registered broker-dealers, investment advisers, or attorneys who have reviewed the investor's financial information.

4Which of the following is a key difference between Rule 506(b) and Rule 506(c) offerings?

A.The maximum offering amount

B.The ability to use general solicitation

C.The requirement to file Form D

D.The availability of preemption from state registration

Explanation: The key difference is that Rule 506(c) permits general solicitation and general advertising, while Rule 506(b) prohibits it. Both rules allow unlimited offering amounts, both require Form D filing, and both provide federal preemption from state registration requirements (though state notice filings may still be required).

5Under Regulation D, how many non-accredited investors may participate in a Rule 506(b) offering?

A.None

B.Up to 10

C.Up to 35

D.Up to 100

Explanation: Rule 506(b) permits sales to up to 35 non-accredited investors who, either alone or with a purchaser representative, have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment. There is no limit on the number of accredited investors.

6What disclosure requirements apply to Rule 506(b) offerings when only accredited investors are involved?

A.Full registration statement disclosure

B.Audited financial statements only

C.No specific information requirements under Regulation D

D.Same as for public offerings

Explanation: When a Rule 506(b) offering is made solely to accredited investors, there are no specific information requirements mandated by Regulation D. However, issuers must still comply with antifraud provisions and should provide material information to avoid claims of misrepresentation or omission. If non-accredited investors are included, extensive disclosure requirements apply.

7Which securities are considered "covered securities" under NSMIA when offered under Rules 506(b) or 506(c)?

A.Only those sold to institutional investors

B.All securities sold under these rules

C.Only those registered at the state level

D.Only equity securities

Explanation: Under the National Securities Markets Improvement Act (NSMIA), securities offered and sold under Rule 506(b) or Rule 506(c) are "covered securities," meaning they are exempt from state registration requirements. However, states may still require notice filings and impose fees. This federal preemption simplifies the offering process for issuers.

8Within how many days of the first sale must an issuer file Form D for a Regulation D offering?

A.5 days

B.10 days

C.15 days

D.30 days

Explanation: Issuers must file Form D with the SEC within 15 calendar days after the first sale of securities in a Regulation D offering. Form D is a notice of exempt offering that includes information about the issuer, the offering amount, and the exemption claimed. Failure to file does not disqualify the exemption but may result in penalties.

9Under Rule 506(b), what constitutes "general solicitation" that would disqualify the exemption?

A.Communications with existing customers only

B.Advertising in newspapers, on TV, or through unrestricted websites

C.Private meetings with pre-qualified investors

D.Conversations with investors referred by existing investors

Explanation: General solicitation includes any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media; broadcast over television or radio; or made through any seminar or meeting where attendance has been invited by general solicitation or advertising. Rule 506(b) prohibits general solicitation, while Rule 506(c) permits it.

10What is the "bad actor" disqualification in Rule 506 offerings?

A.A prohibition on any foreign investors

B.Disqualification of offerings where certain covered persons have criminal or regulatory violations

C.A ban on all SEC staff from investing

D.A restriction on offerings over $50 million

Explanation: The "bad actor" disqualification (Rule 506(d)) prohibits issuers from relying on Rule 506 exemptions if the issuer or any covered person (including directors, executive officers, general partners, 20% beneficial owners, placement agents, and others) has been subject to certain criminal convictions, regulatory orders, or other disqualifying events within specified time periods.

About the Series 82 Exam

The Series 82 qualifies representatives to sell private placement securities as part of primary offerings. It covers Regulation D exemptions, private placement mechanics, due diligence, offering documents, secondary market trading, and FINRA rules governing private securities transactions.

Questions

50 scored questions

Time Limit

1 hour 30 minutes

Passing Score

70%

Exam Fee

$100 (FINRA)

Series 82 Exam Content Outline

45%

Private Offerings and Regulation D

Rule 504, 506(b), 506(c), accredited investors, integration doctrine, and aggregation

20%

Due Diligence and Offering Documents

Private Placement Memoranda, suitability, investor qualifications, and risk disclosures

20%

Trading and Markets

Secondary market trading, restricted securities, Rule 144, QIBs, and trading platforms

15%

FINRA Rules and Securities Act

Rule 2210 communications, Rule 5123 private placement filings, and Securities Act of 1933

How to Pass the Series 82 Exam

What You Need to Know

Passing score: 70%
Exam length: 50 questions
Time limit: 1 hour 30 minutes
Exam fee: $100

Keys to Passing

Complete 500+ practice questions
Score 80%+ consistently before scheduling
Focus on highest-weighted sections
Use our AI tutor for tough concepts

Series 82 Study Tips from Top Performers

1Master Regulation D exemptions - understand the differences between Rules 504, 506(b), and 506(c)

2Know accredited investor definitions under SEC rules - income thresholds, net worth, and institutional investors

3Study the integration doctrine and how to determine if offerings should be combined

4Understand Private Placement Memoranda structure and required disclosures

5Learn Rule 144 requirements for resale of restricted and control securities

6Study FINRA Rule 5123 private placement filing requirements and exemptions

7Know the difference between QIBs (Qualified Institutional Buyers) and accredited investors

8Understand secondary market trading restrictions for private placements

Frequently Asked Questions

What is the Series 82 exam?

The Series 82 is FINRA's Private Securities Offerings Representative Qualification Examination. It qualifies individuals to sell private placement securities as part of primary offerings, including limited partnerships, hedge funds, and private equity offerings. The exam tests knowledge of Regulation D, private placement mechanics, due diligence, and FINRA rules.

What is the Series 82 pass rate?

The Series 82 exam has an estimated pass rate of 70-75% for first-time test-takers. The exam has 50 questions (45 scored + 5 unscored pretest) with a 70% passing score (35 correct answers), taken over 1 hour 30 minutes. The focused nature of the exam on private placements makes it manageable with proper study.

What are the prerequisites for the Series 82?

You must pass the SIE (Securities Industry Essentials) exam and have firm sponsorship before taking the Series 82. No other FINRA exams are required as prerequisites. The Series 82 specifically qualifies you for private placement activities rather than general securities sales.

How long should I study for Series 82?

Plan for 40-60 hours of study over 4-6 weeks. Focus heavily on Regulation D (45% of exam) including Rules 504, 506(b), and 506(c), accredited investor definitions, and integration rules. Study due diligence requirements and Private Placement Memoranda. Complete at least 200 practice questions and score 80%+ consistently before scheduling.

What are the main topics on the Series 82?

The main topics are: Private Offerings and Regulation D (45%) covering exemptions, accredited investors, and integration; Due Diligence and Offering Documents (20%) covering PPMs and suitability; Trading and Markets (20%) covering restricted securities, Rule 144, and QIBs; and FINRA Rules (15%) covering Rule 2210 communications and Rule 5123 private placement filings.

What is the difference between Series 82 and Series 7?

The Series 7 (General Securities Representative) qualifies you to sell all types of securities including stocks, bonds, options, and mutual funds. The Series 82 is a limited registration that only qualifies you to sell private placement securities in primary offerings. If you hold a Series 7, you can already sell private placements and do not need the Series 82.