Who actually regulates equity crowdfunding?

Equity crowdfunding in the United States is regulated by several bodies, not one. Congress writes the exemptions, the SEC writes the rules and reviews the filings, FINRA supervises the portals and broker-dealers a raise runs through, state securities regulators keep antifraud authority over what is said to their residents, and the FTC governs endorsements and testimonials. None of them pre-approves your ads. This is the map for the person running the campaign: who each body is, what it actually does to a live equity-crowdfunding offering, and which of them can reach your ad copy, your comment sections, and your launch date.

The useful way to hold it in your head is by job. Someone writes the rules. Someone reviews your filings. Someone supervises your intermediary. And someone can act after the fact on something you said. The last group is the one that reaches marketing.

Congress

Congress writes the exemptions. The JOBS Act of 2012 created this market: Title III became Regulation Crowdfunding, and Title IV expanded Regulation A into what everyone now calls Reg A+. The dollar limits, the tiers, and the structure of who may invest all trace back to statute, and bills still move the numbers. The Regulation A+ Improvement Act, which would double the Tier 2 cap, is the live example: reg-a-plus-improvement-act-150m-cap.

What it means for the campaign: nothing day to day. Congress never touches an individual offering. Track pending bills; do not plan around them, and never put a number in an ad that depends on a law that has not passed.

The SEC

The Securities and Exchange Commission writes the rules under the statute and receives your filings. For a Reg A+ offering, the Division of Corporation Finance reviews the Form 1-A offering statement, issues comments, and eventually qualifies it; nothing may be sold until it does. For a Reg CF offering, the SEC receives the Form C and the annual reports that follow, but does not review or qualify the offering before it opens. Tier 2 Reg A+ issuers also file ongoing reports, the annual 1-K, the semiannual 1-SA, and current reports on 1-U. The SEC's small business resources are the primary source for all of it, and the Office of the Advocate for Small Business Capital Formation is the part of the agency built to help issuers navigate the process rather than to police them.

What it means for the campaign: the SEC controls the launch date of a Reg A+ and nothing you do in marketing will speed it up. It also holds enforcement authority over false or misleading statements in connection with any offering, which is the part with the longest tail.

The misconception worth correcting directly: qualification is not endorsement. An SEC-qualified offering means the offering statement went through review. It does not mean anyone at the SEC looked at your ads, your landing page, your video, or your email sequence. Nobody pre-approves your creative. Saying or implying that the SEC approved or endorsed your offering is itself a problem.

FINRA

The Financial Industry Regulatory Authority is not a government agency. It is the self-regulatory organization that oversees broker-dealers, and since Reg CF it also registers and oversees funding portals. A Reg CF offering must run through one of the two, and a Reg A+ offering usually engages a broker-dealer even though the rules do not require it. FINRA writes the rules those intermediaries follow, examines them, and disciplines them. It does not review your offering, and it does not approve your ads.

What it means for the campaign: your intermediary is a regulated entity with its own compliance obligations, and it will review what you say on its platform and often what you say elsewhere, because its own license is on the line. The portal's rules on communications are, in practice, the first layer of review your marketing meets. Treat the intermediary's compliance team as a partner with a shared interest, not an obstacle.

State securities regulators and NASAA

Every state has a securities regulator and its own securities laws, the blue sky layer. Their pre-sale role depends on the exemption. A Tier 1 Reg A+ offering must be registered or qualified in each state where it is sold, either individually or through the multi-state coordinated review run by NASAA, the association of state regulators. Tier 2 Reg A+, Reg CF, and Rule 506 regulation-d offerings are covered securities, so state registration and merit review are preempted, though notice filings and fees usually remain. The full treatment is in blue-sky-preemption-in-reg-a.

The part that survives preemption everywhere is antifraud authority. A state can act on false or misleading statements made to its residents regardless of the exemption, and that reaches advertising.

What it means for the campaign: under Tier 1, your geo targeting is a compliance boundary. Under everything else, the states are not in front of your launch, but they are behind your ads. What you say in a paid post, an email, a webinar, or a comment reply is within their reach, and state regulators are historically the most active enforcers against small-offering promotion.

The FTC

The Federal Trade Commission is not a securities regulator, and that is exactly why it belongs on this map. The FTC governs advertising generally, and its Endorsement Guides, revised in 2023, set the rules for endorsements, testimonials, influencers, and affiliates: a material connection between the endorser and the company must be disclosed clearly and conspicuously, an endorsement must reflect the endorser's honest opinion, and an endorser cannot make a claim the company could not legally make itself. The company is responsible for what people promoting on its behalf say and do.

What it means for the campaign: influencer and affiliate promotion is where a raise most often goes wrong, and it goes wrong on two fronts at once. Securities law has its own rules about paid promotion of an offering, which the SEC and the states enforce. On top of that, an undisclosed paid post is an FTC problem regardless of what is being sold. If someone is compensated to talk about your raise, in cash, equity, or anything else, the disclosure has to be there and the claims have to be ones you could make yourself.

The ad platforms

Not government, not regulators, and the enforcement layer issuers actually collide with. Meta, Google, TikTok, LinkedIn, and the rest each have their own policies on financial products and services, and a policy rejection stops a campaign faster than any regulator ever will. A disapproved ad, a restricted account, or a paused campaign in launch week costs real money and real momentum, and there is no appeal to a statute.

What it means for the campaign: treat platform policy as a fourth rulebook. Read it before the creative is made, build the landing pages the platforms expect, and keep the account history clean, because a platform's judgment of your account is cumulative. The compliance work that keeps you clear of regulators and the work that keeps you clear of policy review overlap heavily, and both belong in the same review before anything goes live.

Gatekeepers, not regulators

A few parties sit on the critical path of a raise without holding any enforcement power, and they are worth keeping separate in your head. The auditor whose opinion Tier 2 requires. The escrow agent that holds investor funds until a closing. The transfer agent that keeps the record of who owns what. Each can slow or block a step of the raise by not being ready, but none of them writes rules or acts against you after the fact. They are vendors with obligations, and the way to manage them is calendar and communication, not compliance.

The practical answer to "who do I call"

Counsel first. Then the intermediary. Not the regulator. Your securities counsel knows which of these bodies your offering answers to and how the rules apply to your facts; your broker-dealer or portal has a compliance team whose job includes reviewing what you plan to say. Between them, every question about a piece of marketing has a home. The regulators are for filings and, if it comes to it, for responding to. They are not a help desk.

Why this is a map and not a minefield

The field looks intimidating from the outside because the bodies overlap and nobody hands you the chart. The reality is more orderly. Filings go to the SEC and, for Tier 1, the states. Your intermediary answers to FINRA. Endorsements answer to the FTC. Platforms answer to themselves. And everything you say answers, after the fact, to the antifraud authority of the SEC and the states, which is why marketing review is the one piece of compliance you cannot delegate to a filing calendar. Know the map, get counsel and the intermediary to review the creative before it runs, and the regulators become a set of known obligations rather than a source of surprises.

This is general information about the bodies that regulate securities offerings and advertising, not legal advice. Which rules apply to your offering, and how, is a question for your own securities counsel.

FAQ

Who regulates equity crowdfunding in the United States?

Several bodies with different jobs. Congress writes the exemptions. The SEC writes the rules, reviews Reg A+ offering statements, and receives Reg CF filings. FINRA registers and oversees the funding portals and broker-dealers a raise runs through. State securities regulators review Tier 1 Reg A+ offerings and keep antifraud authority over every offering. The FTC governs endorsements and testimonials in advertising.

Does the SEC approve a Reg A+ offering?

The SEC qualifies a Reg A+ offering statement after review, which is a requirement before any sales. Qualification is not approval or endorsement of the company or the investment, and saying or implying that it is creates a problem. Reg CF offerings are not reviewed or qualified before they open.

Does the SEC review your ads before they run?

No. Nobody pre-approves marketing for an offering. Qualification covers the offering statement, not the creative. Advertising for an offering is subject to securities law after the fact, enforced by the SEC and the states, which is why counsel and the intermediary should review it before it runs.

What does FINRA do in an equity crowdfunding raise?

FINRA oversees the intermediary, not the issuer. Funding portals register with the SEC and become FINRA members, and broker-dealers are FINRA members already. FINRA writes the rules those firms follow, examines them, and disciplines them. It does not review or approve individual offerings or their advertising.

Do states still have authority over a Tier 2 Reg A+ offering?

Yes, in two ways. States cannot require registration or merit review of a Tier 2 offering, but most still require a notice filing and a fee, and every state keeps antifraud authority over statements made to its residents, including in advertising.