Sec
Under Regulation D Rule 506(b), a private placement may be sold to a maximum of how many non-accredited investors?
Reg D 506(b): unlimited accredited, max 35 non-accredited (sophisticated) investors.
Complete Analysis & Legal Rationale
Regulation D Rule 506(b) allows an unlimited number of accredited investors but limits non-accredited purchasers to 35. Non-accredited investors must be "sophisticated" and receive specific disclosure documents.
Distractor Autopsy (Why Other Options Are Traps)
FINRA exam writers design incorrect distractors using specific calculation mistakes and regulatory misconceptions. Review why each option succeeds or fails:
25 was the limit under prior rules.
Matches the verified teaching point in the explanation.
50 is not the applicable limit under 506(b).
There is a specific limit on non-accredited investors.
Official Standard: Primary offering registration/prospectus framework and exemptions (verify current text).
Official Standard: Outline-level citation pending rule-specific upgrade. Verify against current FINRA Series 7 outline.