Reg D Offerings in Texas: What Houston Founders Need to Know Before Raising Capital

https://www.youtube.com/watch?v=pWONpxhDzOo

Is Reg D legal in Texas?

Yes. Reg D offerings are legal in Texas, but founders must comply with both federal rules and Texas notice filing requirements to maintain the exemption.

What Is a Reg D Offering (And What It Is Not)?

Regulation D is a set of federal exemptions under the Securities Act of 1933 administered by the U.S. Securities and Exchange Commission.

Here’s the part most founders miss:

Reg D does not eliminate securities laws.It just changes which rules apply.

You’re still selling securities. You’re still making representations to investors. And you’re still accountable if those representations are misleading.

A quick real-world example

A Houston SaaS founder once told me, “We didn’t think it counted as securities—it was just SAFE notes.”That misunderstanding alone triggered a six-figure cleanup.