The forms a Reg CF offering files, from Form C to Form C-TR

A Reg CF offering files five forms with the SEC over its life. Form C opens the offering, Form C/A amends it, Form C-U reports progress toward the target, Form C-AR is the annual report afterward, and Form C-TR ends the reporting. None of them is reviewed or approved before it takes effect; they are disclosures, filed on EDGAR and posted on the intermediary's platform. Each has a trigger, a deadline, and a consequence for the campaign, and the one most likely to hurt a raise is the amendment. This post is the calendar, written for the person running the marketing rather than the person drafting the filing.

At a glance

The intermediary has its own registration with the SEC and FINRA. That is its filing, not yours, and it is not on this list.

Form C: the offering statement

Form C is the disclosure document that opens a Reg CF offering. It is filed with the SEC on EDGAR and made available on the funding portal or broker-dealer's platform, and it carries the business description, the use of proceeds, the terms, the risk factors, the ownership and capital structure, and the financial statements at the level the raise size requires. Nothing may be sold until it is on file.

The date it is filed is the first date you control. Unlike a Reg A+ offering statement, which waits on SEC review and qualification, a Form C is not reviewed or qualified before the offering opens. That is the main reason a Reg CF launches in weeks where a Reg A+ takes months, and it is a big part of the sequencing argument in reg-cf-before-reg-a-plus.

What it means for the campaign: the Form C is the source of truth your marketing has to match. Every claim in an ad, an email, or a comment reply has to be consistent with what the Form C says. The intermediary's compliance team will check, and so will anyone who reads the filing later. And because the offering must stay open at least twenty one days before a sale can close, the launch date and the earliest possible close are fixed the moment the form goes in, so build the calendar backward from the filing date.

Form C/A: the amendment

Form C/A amends a Form C while the offering is still open. It is filed whenever the information investors are relying on changes, and if the change is material, every investor who has already committed must reconfirm within five business days or their commitment is cancelled.

That last sentence is the one to read twice. A material amendment does not pause the raise; it puts every existing commitment at risk. The investors you paid to acquire, who already said yes, have to say yes again on a deadline, and some fraction of them will not, through inertia rather than intent. A campaign that is at sixty percent of target can wake up at forty.

What it means for the campaign: change the terms before launch, not during. The valuation, the minimum, the perks, the closing date, the use of proceeds, all of it should be settled with counsel and the intermediary before the Form C is filed, precisely because changing it later is expensive in a way the rules make sure of. If an amendment becomes unavoidable, treat the reconfirmation as a campaign in itself, with email, a clear explanation of what changed, and a countdown, because the five days do not extend.

Form C-U: the progress update

Form C-U reports progress toward the target offering amount. An issuer files it within five business days of reaching fifty percent and one hundred percent of the target, and a final update once the offering closes stating the total amount sold. If the intermediary publishes frequent progress updates on its platform, the issuer may rely on those and file only the final Form C-U.

In practice most portals publish progress live, so most issuers file one C-U at the end. Confirm which case you are in with the intermediary rather than assuming.

What it means for the campaign: the milestones the form tracks are the milestones the audience cares about. Reaching the target is a story, and so is the moment the raise moves past it into oversubscription. Plan the creative for those moments in advance, because the filing deadline and the news cycle both run in business days, and a milestone announced a week late reads as an afterthought.

Form C-AR: the annual report

Form C-AR is the annual report a Reg CF issuer files after the raise, within one hundred twenty days of the end of each fiscal year, for as long as the reporting obligation lasts. It updates most of what the Form C disclosed, including financial statements, and it is posted on the company's website as well as filed on EDGAR.

This is the form issuers forget. The raise closes, the team moves on, and the report comes due four months into the next year when nobody is thinking about crowdfunding. Missing it does not go unnoticed: it is a public filing with a public absence, and a company that plans to raise again, under Reg CF or under Reg A+, will be asked about it by the next intermediary and by the next round of investors.

What it means for the campaign: the C-AR is a communication asset if you treat it as one. Your investors are your most engaged audience, and the annual report is a scheduled reason to talk to them with real numbers. A company that reports on time and says something worth reading is easier to invest in a second time. Put the deadline on the calendar the day the raise closes.

Form C-TR: ending the reporting

Form C-TR is the notice that the company will no longer file annual reports. An issuer files it within five business days of becoming eligible, and eligibility comes from one of a short list of events: the company has filed at least one annual report and has fewer than three hundred holders of record, it has filed at least three annual reports and has total assets of ten million dollars or less, it becomes a reporting company under the Exchange Act, all the securities sold in the offering are repurchased, or the company liquidates or dissolves under state law.

The rule that surprises people is the first one. A company with fewer than three hundred holders of record can stop after a single annual report, which is why the reporting burden of Reg CF is lighter in practice than it looks on paper. A company that took several hundred small investors will be reporting longer, which is worth knowing before you set the minimum investment.

What it means for the campaign: how many investors you take is partly a reporting decision. A raise built on a very low minimum produces a large holder count and a longer reporting tail. That is not a reason to avoid small investors, who are often the most enthusiastic advocates a company has, but it is a trade to make on purpose.

What none of these forms is

None of them is an approval. The SEC does not qualify a Form C, does not review a C/A before it takes effect, and does not sign off on a C-AR. Filing is the obligation; accuracy is the standard; and what the campaign says has to match what the forms say, because the forms are what a regulator, an intermediary, or a future investor will read when they check. For the full map of who does what, see who-regulates-equity-crowdfunding.

This is general information about the filing requirements of a securities exemption, not legal advice. Your securities counsel and your intermediary set the filing calendar for your offering and decide what counts as a material change.

FAQ

What is Form C?

Form C is the offering statement a company files with the SEC, and posts on its funding portal or broker-dealer's platform, before opening a Regulation Crowdfunding offering. It discloses the business, the terms, the use of proceeds, the risks, the ownership, and the financial statements. It is not reviewed or approved by the SEC before the offering opens.

What is Form C/A?

Form C/A is an amendment to a Form C for an offering that is still open. If the amendment reflects a material change, every investor who has already committed must reconfirm within five business days or their commitment is cancelled, which is why terms should be settled before launch rather than changed during the raise.

What is Form C-U?

Form C-U is a progress update. An issuer files it within five business days of reaching fifty percent and one hundred percent of the target offering amount, and a final update after closing with the total amount sold. If the intermediary publishes frequent progress updates on its platform, only the final update is required.

What is Form C-AR?

Form C-AR is the annual report a Reg CF issuer files within one hundred twenty days of the end of each fiscal year, and posts on its website, for as long as its reporting obligation lasts. It updates the information in the Form C, including financial statements.

When can a company stop filing Form C-AR?

When it becomes eligible and files Form C-TR within five business days. Eligibility comes from filing at least one annual report with fewer than three hundred holders of record, filing at least three annual reports with total assets of ten million dollars or less, becoming an Exchange Act reporting company, repurchasing all the securities sold in the offering, or liquidating or dissolving under state law.

Does the SEC approve a Form C?

No. A Form C is filed, not qualified or approved. The SEC does not review it before the offering opens, which is one reason a Reg CF can launch in weeks while a Reg A+ offering waits months for qualification. The company is responsible for the accuracy of what it files and what it says in its marketing.