The Reg CF 21-day rule, and when the money reaches you

A Reg CF offering must be public for at least 21 days before any securities are sold, so the company cannot receive investor money until those 21 days have passed. The clock starts when the offering's Form C information is publicly available on the funding portal, which in practice is the day the Form C is filed. It runs once per offering. It is not a rolling window that applies to each investor or restarts with each close.

Wefunder puts it simply in its founder help center: the company waits at least 21 days from filing the Form C before it can access the funds. That is right, and it is worth knowing exactly what the rule says, because it shapes your launch calendar and your cash planning.

What the rule actually says

Two provisions of Regulation Crowdfunding do the work.

• The offering must be public for 21 days before any sale. The issuer's information must be available on the intermediary's platform "for a minimum of 21 days before any securities are sold in the offering," and the intermediary may accept investment commitments during that time (17 CFR 227.303(a)(2)).
• Money cannot move to the company before day 21. The funding portal directs the escrow agent to send funds to the issuer only once commitments meet the target and the cancellation period has passed, and "in no event" earlier than 21 days after the information is made available (17 CFR 227.303(e)(3)(i)).

So the 21 days is not a waiting period before you can launch. You can take commitments from the first day. It is a waiting period before you can sell, which is the moment the money leaves Escrow and the investors get their securities.

Is the 21 days rolling?

No. It is a single clock for the offering. Once the Form C information has been public for 21 days, that requirement is satisfied for everyone, including an investor who commits on day 40. Nothing in the rule gives each new investor a 21-day wait of their own.

Each investor does have a different protection that can feel similar: the right to cancel. An investor may cancel a commitment for any reason until 48 hours before the offering deadline (17 CFR 227.304(a)). That is tied to the deadline, not to when the investor committed.

What about rolling closes?

A rolling close takes some of the money while the offering stays open. The Reg CF rules do not name rolling closes. Intermediaries that offer them run each one as an early close under Rule 304(b): the target must be met, the offering must have been open at least 21 days, investors get notice of the new deadline, and that deadline must be at least five business days after the notice.

The 21 days only constrains the first close. By the second, the offering has been public far longer than that. What gates every later close is the notice and the five business days, so plan on roughly a week between asking for a close and having one, plus whatever time the escrow agent takes to wire the money.

Does amending the Form C restart the clock?

No. The rule does not reset the 21 days when you file a Form C/A. A material change is handled differently: investors who already committed must reconfirm within five business days, or their commitment is cancelled, and if the change lands within five business days of the offering's end, the offering is extended to give them that time (17 CFR 227.304(c)). A material change can still delay a close in practice, because commitments that were not reconfirmed drop out of the total. The forms themselves are covered in the forms a Reg CF offering files.

What this means for your calendar

The earliest money is day 21, and usually later. Even if you hit the target on day one, the first close cannot happen before day 21. With a five-business-day notice for an early close, and an escrow release after that, the realistic first wire is around the fourth week. If you are counting on that money for payroll, budget for week five.

Do the slow work before you file. The clock starts when the Form C goes public, not when your campaign feels ready. Use testing the waters before filing to build a list of people ready to commit, so the 21 days are spent taking commitments rather than finding investors. The full sequence is in how long a raise takes.

Platform rules sit on top of the law. Portals add their own steps. Wefunder, for example, asks founders to raise a set amount from their own network before filing. Check your portal's requirements before you build your timeline around the 21-day minimum alone.

Why the rule exists

Reg CF lets companies sell to the general public with lighter disclosure than a registered offering. The 21 days give the public, and the "crowd" in crowdfunding, time to read the Form C, ask questions in the platform's discussion forum, and spot problems before anyone's money changes hands. A raise that closed the hour it opened would skip that scrutiny.

This is general information, not legal advice. How your offering handles closes, amendments, and the release of funds is a question for your securities counsel and your intermediary.

FAQ

When does the Reg CF 21-day clock start?

When the issuer's Form C information is publicly available on the funding portal. The Form C is filed on EDGAR and posted to the portal together, so in practice the clock starts on the filing day.

Can investors commit during the first 21 days?

Yes. The rule expressly lets the intermediary accept investment commitments during the 21 days. What it forbids is selling the securities, which means no money reaches the company until day 21 at the earliest.

Is the 21-day waiting period rolling or per investor?

Neither. It is one period for the whole offering. After 21 days, it is satisfied for every investor, including those who commit later. Each investor's separate protection is the right to cancel until 48 hours before the deadline.

Does each rolling close need another 21 days?

No. Only the first close is held back by the 21 days. Each later close needs a notice to investors and a new deadline at least five business days out, plus the escrow agent's processing time.

Does filing a Form C/A restart the 21 days?

No. A material change triggers reconfirmation instead: committed investors have five business days to reconfirm, or their commitments are cancelled.

What happens if we hit our target on day 3?

You keep taking commitments. You can schedule an early close, but the offering must stay open at least 21 days and the new deadline must be at least five business days after you notify investors.