A compliance audit for private capital.

Audit the raise before you raise.

RED LINE reviews PPMs, LPAs, decks, websites, and investor communications across Reg D, the SEC Marketing Rule, ERISA, AML, custody, and crypto. Findings before regulators, opposing counsel, or investors find them first.

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What RED LINE does.

A pre-raise audit of the documents investors, regulators, and counsel will read.

Read

Offering materials, investor communications, websites, and data room disclosures.

Flag

Unsupported claims, regulatory gaps, inconsistent language, and counsel-review issues.

Report

Findings with evidence, citation, severity, and a practical remediation path.

What we read.

Private placement memoranda

Limited partnership agreements

Subscription documents

Side letters

Pitch decks

Investor letters

Website pages

Data room disclosures

Who it is built for.

Private equity funds

Venture funds

Credit funds

Real estate funds

Crypto and digital asset funds

SPVs

Co-investment vehicles

Emerging manager launches

1,247

pages reviewed

per typical matter

findings surfaced

on a typical audit

business days

to delivery

What the report says.

FINDING 042

SEVERITY: HIGH

Reg D 506(c) / General Solicitation

The /performance page displays specific net IRR figures (18.2% across the prior fund) without restricting access to verified accredited investors. Under Rule 506(c), all offering communications must be limited to verified accredited investors, or the offering must be restructured to qualify under 506(b).

EVIDENCE /performance, line 14

CITATION 17 CFR §230.506(c)(2)(ii)

REMEDIATION Move content behind verification gate, or remove specific return figures from public pages.

A finding, in the format securities counsel can act on.

Regulatory coverage, abbreviated.

Reg D Rule 506(b) / Rule 506(c)

The audit checks whether offering communications fit the chosen exemption. It flags general solicitation, investor status, and verification language that can put the exemption under pressure.

17 CFR §230.506

SEC Marketing Rule 206(4)-1

Performance, testimonials, endorsements, and extracted performance are reviewed against the adviser marketing rule. The report identifies claims that need backup, qualification, or removal.

17 CFR §275.206(4)-1

Custody Rule 206(4)-2

Custody statements are checked against fund structure, qualified custodian language, audit delivery, and related controls. The work is designed to surface gaps before an examination request.

17 CFR §275.206(4)-2

Accredited investor verification

The audit distinguishes self-certification from reasonable verification. It looks for public performance content and solicitation channels that may require a tighter gate.

17 CFR §230.506(c)(2)(ii)

ERISA plan asset rules

Plan investor language is reviewed for 25 percent test mechanics, benefit plan investor definitions, and operating restrictions. The report highlights language that could confuse fiduciary status or plan asset treatment.

29 CFR §2510.3-101

AML and OFAC

Subscription and onboarding materials are read for sanctions screening, beneficial ownership, and source of funds controls. The review focuses on whether the process described matches the process a fund can prove.

31 CFR §1010; OFAC sanctions programs

The complete framework coverage extends to crypto and digital assets, CFTC and NFA, Form D, Blue Sky filings, qualified purchaser standards, IA-1092 adviser registration, broker-dealer risk, valuation, and disclosure controls.

Ingestion

RED LINE assembles the offering record exactly as an examiner, investor, or opposing counsel would see it. The file set includes formal documents and the informal language that often creates the problem.

Analysis

Each document is read against the regulatory posture of the raise. The audit separates drafting issues, process failures, missing support, and claims that require counsel review.

Findings

The report is built for action. Every finding states the issue, the evidence, the governing citation, and the practical remediation path.

Begin

Run the audit before someone else does.

Start the audit