Form C-AR

Form C-AR is the annual report a company files after raising under Regulation Crowdfunding. It is filed on EDGAR and posted on the company's website no later than 120 days after the end of each fiscal year (17 CFR 227.202).

What it contains

An update of the core of the Form C: the company's details and management, business, risk factors, ownership and capital structure, prior exempt offerings, related-party transactions, a discussion of financial condition, and financial statements. The statements may be certified by the principal executive officer, unless reviewed or audited statements are available, in which case those must be used.

When it ends

Reporting stops when the company becomes an SEC reporting company; has fewer than 300 holders of record after filing at least one annual report; has filed at least three annual reports and has total assets of $10 million or less; has had all its Reg CF securities repurchased; or liquidates or dissolves. It then files Form C-TR within five business days.

Why it matters

A company behind on the annual reports required in the prior two years cannot use Reg CF again until it catches up (227.100(b)(5)), and it can lose the conditional exemption from Exchange Act registration.

Further reading

• Reg CF annual reports, from the first C-AR to the last
• The forms a Reg CF offering files

This page is general information about securities rules, not legal advice.