Glossary
Form C
What Form C is, what it discloses, when it is filed, and the family of follow-on forms (C/A, C-U, C-AR, C-TR) that a Regulation Crowdfunding offering files over its life.
Form C is the offering statement a company files with the SEC to run an offering under Regulation Crowdfunding. It is filed on EDGAR and posted on the funding-portal or broker-dealer platform hosting the raise. The SEC does not review or approve it before the offering opens: filing it is what makes the offering public, and the disclosure in it is what investors are entitled to rely on.
What it discloses
Form C is set out in 17 CFR 227.201. It covers the company, its officers, directors, and 20 percent owners, the business and its risks, the target offering amount and the deadline to reach it, whether the company will accept oversubscriptions and up to what maximum and on what allocation basis, the price, the use of proceeds, the capital structure, and the terms of the securities.
It also carries financial statements, and the level of assurance depends on the amount being raised in the offering plus any other Reg CF offerings in the prior twelve months:
| Aggregate target amount | Financial statements |
|---|---|
| $124,000 or less | Certified by the principal executive officer, with certain tax return information |
| $124,001 to $618,000 | Reviewed by an independent accountant |
| $618,001 to $1,235,000 | Reviewed for a first-time Reg CF issuer; audited otherwise |
| More than $1,235,000 | Audited |
A company may always provide a higher level of assurance if it already has one. The figures are the SEC's, from its guidance for issuers.
The follow-on forms
| Form | Purpose | Timing |
|---|---|---|
| Form C/A | Amends the offering statement | When information changes. A material change requires investors with outstanding commitments to reconfirm within five business days, or their commitments are cancelled |
| Form C-U | Progress update | Within five business days of reaching 50 percent and 100 percent of the target, and a final update on the total sold. Can be skipped when the platform shows frequent progress updates, except for the final one |
| Form C-AR | Annual report | Within 120 days of fiscal year end, every year, until the obligation ends |
| Form C-TR | Termination of reporting | Within five business days of becoming eligible to stop annual reports |
A company may stop filing annual reports when, among other routes, it has filed at least one annual report and has fewer than 300 holders of record, or has filed at least three and has total assets of $10 million or less, or when the crowdfunded securities have all been repurchased or the company has liquidated.
Timing around the filing
Before a Form C is filed, a company may test the waters under Rule 206. After filing, communications fall under the Reg CF advertising rule. The offering must be publicly available on the platform for at least 21 days before any sale closes, and investors may cancel a commitment up to 48 hours before the deadline (see investment-cancellation).
Why it matters to marketing
The Form C is the source every claim in a campaign has to agree with. An ad, an email, or a landing page that says something the Form C does not support is a problem, and a change to the offering that requires a Form C/A can force every open commitment to be reconfirmed, which is the costliest thing that can happen to a campaign in motion. The C-U filings also mark the milestones a campaign usually wants to announce.
Further reading
- The forms a Reg CF offering files, from Form C to Form C-TR
- Reg CF limits explained
- Reg CF testing the waters under Rule 206
- Oversubscription in a raise
This page is general information about securities rules, not legal advice. What a particular Form C must say, and whether a change is material, are questions for the company's securities counsel and its intermediary.