How the advertising rules differ across Reg CF, Reg A+, and Reg D

The exemption a raise runs on decides what its ads may say, to whom, and when. Under Reg CF, an ad that mentions the terms of the offering is confined to a short notice that points to the intermediary's platform, while ads that never mention terms are unrestricted. Under Reg A+, a company may advertise publicly and broadly once the offering is qualified, and may gauge interest before that. Under Reg D, Rule 506(b) forbids general solicitation altogether, and Rule 506(c) permits it only if every buyer is a verified accredited investor. Same company, same story, three different campaigns. This is the side-by-side, and then what each rule does to the creative, the channels, and the funnel.

At a glance

Reg CF: the notice rule shapes the creative

Under Reg CF, a company may say anything it likes about itself, its product, and its story, but an advertisement that mentions the terms of the offering may contain only a short list of things, and it must direct the reader to the intermediary's platform. That list is: a statement that the company is conducting an offering under the exemption, with the intermediary's name and a link; the terms themselves; and factual information about the company's identity, meaning its name, address, phone, website, email, and a brief description of the business. The terms are defined broadly: the amount and type of securities, the price, the closing date, the planned use of proceeds, and progress toward the target.

So the line is not between advertising and not advertising. It is between communications that mention terms and communications that do not. A video about the product, an email about the founders, a paid social campaign about why the company exists, all unrestricted. The moment the creative says "raising two million at a ten million valuation, closing June 30," it has become a notice and may contain only the permitted items.

What it means for the campaign: under Reg CF the ad is the hook and the portal page is the pitch. The creative's job is to earn the click with the story; the terms wait on the intermediary's platform, where the company may discuss them freely as long as it identifies itself in every message. Most of a well-run Reg CF campaign is brand and product communication that never states a term, with the terms-bearing notice used deliberately and formatted to the rule. One more rule sits inside the platform: anyone the company pays to promote the offering through the intermediary's channels must disclose that compensation in every message. Paid promotion of a raise is where campaigns get into trouble, under this rule and under the FTC's endorsement rules covered in who-regulates-equity-crowdfunding.

Before the Form C is filed, a company may test the waters, orally or in writing, as long as the material states that no money is being solicited or will be accepted, that no offer can be accepted and no payment received until the offering statement is filed and only through an intermediary, and that an indication of interest is not a commitment. That window is where the reservation list gets built.

Reg A+: broad advertising, with the circular attached

Reg A+ permits genuine public advertising once the offering is qualified, which is why a Tier 2 raise can look like a consumer product launch: television, paid social, video, email, podcasts. The constraint is on written offers rather than on marketing in general. After qualification, a written offer has to be accompanied or preceded by the final offering circular, and before qualification, offers may be made only through testing-the-waters material or a preliminary offering circular.

Testing the waters under Reg A+ is available at any time before qualification, including before the offering statement is filed, and it carries its own legends: that no money is being solicited or accepted, that no offer can be accepted and no payment received until the offering statement is qualified, and that an indication of interest is not binding. Once the offering statement is publicly filed, the material must also tell the reader where to get the preliminary offering circular.

What it means for the campaign: under Reg A+ the ad can be the pitch. The creative can name the offering, the price, and the story in the same breath, and the audience is the general public. In practice the circular requirement shapes how ads route people rather than whether they run, and counsel decides where the line sits for a given offering. The planning fact is that the channel list is not restricted the way it is under Reg CF, and the pre-qualification window is the cheapest audience-building time in the raise. The marketer's version of the whole exemption is in what-is-reg-a-plus.

Reg D: the question is who may buy, not whether you may advertise

Reg D is the private placement exemption, and for marketing it is two different rules.

Rule 506(b) prohibits general solicitation and general advertising. No public ads, no open landing page, no social campaign, no pitch to a list the company does not already have a relationship with. Sales go to accredited investors and to a limited number of sophisticated non-accredited investors the company already knows. A 506(b) is not a campaign. It is a set of conversations.

Rule 506(c) permits general solicitation, with two conditions: every purchaser must be an accredited investor, and the company must take reasonable steps to verify that, not merely accept a checkbox. Since March 2025, the SEC's staff has said a company may satisfy that step, absent contrary knowledge, by requiring a minimum investment of two hundred thousand dollars for an individual or one million for an entity together with written representations that the investor is accredited and did not borrow the money to meet the minimum. Below those minimums, verification means documents or a third-party check.

What it means for the campaign: 506(c) is the only Reg D that fits a public campaign, and its verification step is a funnel step. The ad may reach everyone; the checkout may admit only the verified accredited. That is a very different conversion path from a retail raise, with a different audience, a different creative, and a much larger average check. It is also the reason so many public raises run a 506(c) alongside the Reg A+ or Reg CF, so that the accredited investors the campaign reaches anyway have somewhere to go: reg-a-plus-and-reg-d-at-once.

Three things that are true under all of them

Nobody pre-approves your ads. The SEC qualifies a Reg A+ offering statement and receives a Form C or a Form D. It does not review creative. Counsel and the intermediary review before it runs; the antifraud rules apply after, under every exemption, to everything you said.

The creative has to know which offering it is for. A company running two exemptions in parallel has two rulebooks, and an ad written for the Reg A+ cannot be reused for the 506(c) without a second look, or the reverse. Tag every asset with the offering it serves before it goes into rotation.

Testing the waters is the underused window. Both public exemptions let a company gauge interest before it can take a dollar, and the legends are the whole price. A raise that opens to a reservation list spends its first week converting. A raise that opens to nothing spends its first month recovering. Where the money goes once the raise is live is a separate question, covered in advertising-channels-for-raising-money.

This is general information about the advertising rules of three securities exemptions, not legal advice. What your company may say, and where, is a question for your own securities counsel and your intermediary, and the answer depends on your offering.

FAQ

Can you advertise a Reg CF offering?

Yes, with a distinction. Communications that do not mention the terms of the offering are unrestricted. An advertisement that does state terms, such as the amount, price, or closing date, may contain only the items the rule permits and must direct the reader to the intermediary's platform, where the company may discuss the offering freely as long as it identifies itself.

Can you advertise a Reg A+ offering?

Yes, broadly, once the offering is qualified, which is why large consumer raises use it. Written offers must be accompanied or preceded by the offering circular, and before qualification only testing-the-waters material or a preliminary offering circular may be used. Counsel sets the specifics for each offering.

Can you advertise a Reg D offering?

It depends on the rule. Rule 506(b) prohibits general solicitation and advertising entirely. Rule 506(c) permits general solicitation as long as every purchaser is an accredited investor and the company takes reasonable steps to verify that status.

What is the difference between 506(b) and 506(c) for marketing?

506(b) means no public marketing: sales come from investors the company already has a relationship with. 506(c) allows public advertising, but only verified accredited investors may buy, so verification becomes a step in the funnel. 506(c) is the Reg D rule that fits a public campaign, usually run alongside a Reg A+ or Reg CF.

What is testing the waters?

Gauging investor interest before a company may accept money. Reg CF allows it before the Form C is filed and Reg A+ allows it any time before qualification, in both cases with required statements that no money is being solicited or accepted, that no offer can be accepted until the filing or qualification, and that an indication of interest is not a commitment. It is the window in which a raise builds its reservation list.