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Securities offering exemptions compared

A side-by-side comparison of Reg CF, Reg A+ Tier 1 and Tier 2, Rule 506(b), Rule 506(c), Regulation S, and Rule 241 by limit, investors, advertising, filings, and state law.

Securities offering exemptions are the rules that let a company sell securities in the United States without registering the offering with the SEC. The ones most used by early-stage and growing companies differ mainly in how much can be raised, who may invest, whether the offering may be advertised, what must be filed, and whether state securities laws still apply. This page compares Regulation Crowdfunding, Regulation A+, Regulation D, and Regulation S in one table, using terms defined in accredited-investor, reg-a-qualification, form-c, form-1-a, and form-d.

Comparison

Reg CFReg A+ Tier 1Reg A+ Tier 2Rule 506(b)Rule 506(c)Regulation S
Maximum raise$5 million in 12 months$20 million in 12 months$75 million in 12 monthsNo limitNo limitNo limit
Who may investAnyone; non-accredited investors subject to annual limitsAnyone, no investment limitAnyone; non-accredited investors limited to 10% of the greater of income or net worth, unless the securities will be listed on a national exchangeUnlimited accredited investors and up to 35 sophisticated non-accredited investorsAccredited investors only, with reasonable steps to verifyNon-US persons in an offshore transaction
General advertisingYes, limited to a notice pointing to the portal once live; testing-the-waters allowed before filing under rule-206Yes; testing the waters under rule-255Yes; testing the waters under rule-255No general-solicitationYesNo directed selling efforts in the United States
IntermediaryRequired: a registered funding-portal or broker-dealerNot requiredNot requiredNot requiredNot requiredNot required
Main SEC filingsForm C, progress updates, annual report (Form C-AR)Form 1-A and qualification; exit report on Form 1-ZForm 1-A and qualification; ongoing Forms 1-K, 1-SA, 1-UForm D within 15 days of first saleForm D within 15 days of first saleNone required
Financial statementsScaled by raise size: officer-certified, reviewed, or auditedNot required to be auditedAuditedRequired for non-accredited purchasersNot specifiedNot specified
State registration (blue-sky-laws)Preempted; states may require notice filings and feesNot preempted; registered or exempt in each statePreempted; states may require notice filingsPreempted; notice filingsPreempted; notice filingsNot applicable to the offshore sale

The Reg CF investor limit for a non-accredited investor is, if either annual income or net worth is below $124,000, the greater of $2,500 or 5% of the greater of the two; if both are at or above $124,000, 10% of the greater of the two, up to $124,000 in 12 months across all Reg CF offerings (17 CFR 227.100). Accredited investors have no Reg CF limit. Reg CF financial statement thresholds are $124,000 and $618,000, with a first-time issuer allowed reviewed rather than audited statements up to $1,235,000. Reg A caps include secondary sales by existing holders, which are limited to $6 million in Tier 1 and $22.5 million in Tier 2 (17 CFR 230.251).

Rule 241

Rule 241 is not an exemption for selling. Adopted in 2020, it lets a company solicit interest in a possible offering before deciding which exemption to use (17 CFR 230.241). The communication must say that the company is considering an exempt offering but has not chosen an exemption, and that no money is being solicited or accepted. It may collect contact details and non-binding indications of interest. It is general solicitation, so it can complicate a later 506(b) offering, and it does not preempt state law. If a Form C is filed within 30 days, the materials must be included with it.

Combining exemptions

A company can run more than one exemption, for example a Reg CF round alongside a 506(c) round, or a Reg A+ offering with a concurrent Reg D placement. Rule 152 sets the integration analysis that decides whether offerings are treated as separate, and a general solicitation in one can affect the other. Regulation S is often paired with a US exemption to reach foreign investors.

Further reading

This page is general information about securities rules, not legal advice. Figures are the SEC's as of September 2026 and are adjusted for inflation periodically; which exemption fits a particular company is a question for its own securities counsel.

Topics:crowdfundingregulation

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