Rules and limits
Reg CF investment limits for 2026
As of 4 Nov 2026, if you are not an accredited investor, Reg CF limits you to the greater of US$2,500 or 5% of the greater of your income or net worth where either figure is under US$124,000, and otherwise to 10% of the greater figure, up to US$124,000. That limit covers all your Reg CF investments on every platform over a rolling 12 months, and accredited investors have none.
Not investment advice. Early-stage investing is high-risk and illiquid; you may lose all the capital you invest.
| Annual income | Net worth | Which test | Working | Limit in 12 months | Source |
|---|---|---|---|---|---|
| US$30,000 | US$105,000 | Either under US$124,000 | 5% of US$105,000 | US$5,250 | SEC example (opens in a new tab) |
| US$150,000 | US$80,000 | Either under US$124,000 | 5% of US$150,000 | US$7,500 | SEC example (opens in a new tab) |
| US$150,000 | US$124,000 | Both at or over US$124,000 | 10% of US$150,000 | US$15,000 | SEC example (opens in a new tab) |
| US$124,000 | US$900,000 | Both at or over US$124,000 | 10% of US$900,000 | US$90,000 | SEC example (opens in a new tab) |
| US$40,000 | US$30,000 | Either under US$124,000 | 5% of US$40,000 is US$2,000, below the floor | US$2,500 | Our arithmetic on 17 CFR 227.100 (opens in a new tab) |
| US$123,999 | US$123,999 | Either under US$124,000 | 5% of US$123,999 | US$6,199.95 | Our arithmetic on 17 CFR 227.100 (opens in a new tab) |
| US$124,000 | US$124,000 | Both at or over US$124,000 | 10% of US$124,000 | US$12,400 | Our arithmetic on 17 CFR 227.100 (opens in a new tab) |
How is the Reg CF limit worked out?
The rule (opens in a new tab) has two tests, and both of your figures decide which applies. If either your annual income or your net worth is under US$124,000, your limit is the greater of US$2,500 or 5% of the greater of the two. If both are US$124,000 or more, it is 10% of the greater of the two, and never more than US$124,000.
The table shows two things that follow from that arithmetic (opens in a new tab). The US$2,500 floor only matters if your greater figure is US$50,000 or less, and taking both figures to US$124,000 roughly doubles the limit.
Older pages can mislead. The test has said "greater of" rather than "lesser of" since 15 March 2021 (opens in a new tab), and the figures have been US$124,000 and US$2,500 since 20 September 2022 (opens in a new tab). The SEC's own 2017 compliance guide (opens in a new tab) still shows US$107,000 and "lesser", and is not marked as replaced.
What counts as income and net worth?
They are calculated as for accredited investor status (opens in a new tab), which sends you to Rule 501 (opens in a new tab). For net worth, your main home does not count as an asset, and debt secured on it does not count as a liability up to the home's value. Two exceptions apply: debt above the home's value is a liability, and so is any increase in that debt in the 60 days before the sale.
Rule 501 does not define annual income or say which year it means, and we found no SEC text that does. SEC staff (opens in a new tab) do say a platform may ask for financial documents as well as your own figures.
Can spouses count their income together?
Yes. The rule's instruction (opens in a new tab) lets spouses calculate income and net worth jointly, but their combined investment may not exceed the limit one investor would have at that level. So joining your figures can lift the limit without giving each of you a separate one. Rule 501 (opens in a new tab) also names spousal equivalents in its accredited test, while the Reg CF instruction says only spouses.
Who is accredited, and why does it matter?
The limits apply only where the purchaser is not an accredited investor (opens in a new tab), so an accredited investor has no cap under this rule. Rule 501 (opens in a new tab) covers a person with net worth over US$1m, leaving out the main home, or income over US$200,000, or US$300,000 with a spouse or spousal equivalent, in each of the last two years and reasonably expected this year. It also covers the company's own directors, executive officers and general partners.
The SEC's summary (opens in a new tab) adds holders of Series 7, 65 and 82 licences. On 30 September 2026 the Commission published notices (opens in a new tab) on potentially adding others, among them a FINRA exam and CPA, CFA and CFP credentials, which are proposals and not yet law.
One consequence of these tests (opens in a new tab): net worth over US$1m makes you accredited, so a non-accredited investor can only reach the US$124,000 cap through income, in a year when income alone passes US$1.24m.
Does the limit reset on 1 January?
No. The rule (opens in a new tab) counts what you bought across all issuers during the 12 months before each purchase, including that purchase, so the window rolls.
Suppose your limit is US$7,500, you put in US$3,000 on 15 February 2026 and US$4,000 on 1 September 2026. You have US$500 left. From 16 February 2027 the first investment has dropped out of the window (opens in a new tab), and you have US$3,500.
How does a platform check your limit?
Before each commitment, a platform must have a reasonable basis (opens in a new tab) for believing you are within your limit. It may rely on what you tell it, including about your other Reg CF investments, unless it has reason to question that. SEC staff (opens in a new tab) add that it may require you to upload financial documents.
In practice, a 2019 SEC staff report (opens in a new tab) found that software takes your figures, works out the limit and blocks anything larger, and that investors enter what they hold on other platforms themselves. FINRA staff told the authors that portals generally rely solely on what investors state. The SEC did not require a central database (opens in a new tab), so no system adds up your investments across platforms.
What happens if you go over the limit?
The rule text sets no penalty for the investor, and we found no primary source saying such a sale is void. What it does address is the company: it may rely on the platform's checks if it does not know you have exceeded your limit (opens in a new tab).
A minor failure (opens in a new tab) does not cost a company its exemption if it was insignificant to the offering as a whole and made in good faith, and, where the platform was at fault, unknown to the company. The SEC can still act. Losing the exemption is more serious: the 2015 release (opens in a new tab) names potential private claims for rescission, so a company has its own reason to care.
Are the limits changing in 2026 or 2027?
They have not changed yet. The figures must be adjusted for inflation at least once every five years (opens in a new tab). The SEC did so in 2017 and 2022, so on that clock the next is due by 2027, though we found no SEC page giving a date. The 2022 round left the US$5m company cap alone.
Three things are in motion. File No. 4-914 (opens in a new tab) asks the SEC to raise the company cap to US$20m and index it to inflation, and File No. 4-889 (opens in a new tab) asks it to modernise Reg CF. One commenter (opens in a new tab) reads 4-914 as leaving investor limits untouched. On 27 October 2026 Chairman Atkins said he had asked staff to evaluate (opens in a new tab) which parts of Reg CF could be amended to reduce compliance burdens.
None of that is a rule. The SEC's list of rulemaking (opens in a new tab) showed no proposal on these limits when we read it on 4 November 2026, and both petition pages show no decision.
Do the limits apply if you live outside the US?
The rule (opens in a new tab) attaches the limit to whether a purchaser is accredited, and does not mention nationality or residence. Who may invest at all is a question for each platform and for your own country's law: Can non-US residents invest on Wefunder, StartEngine and Republic? goes through them.
How many Reg CF raises are open now?
We track 416 live Reg CF raises among the US raises we list. Our platform directory shows the minimum each platform states, and our statistics count what has been raised and what those figures leave out.
Frequently asked questions
Is the limit per company or in total?
In total. The rule (opens in a new tab) counts sales to you across all issuers in the 12 months before each purchase, whichever platform they ran on.
Do you have to be accredited to invest under Reg CF?
No. Reg CF is open to people who are not accredited, within these limits (opens in a new tab). What is equity crowdfunding? gives the wider picture.
How much can a company raise under Reg CF?
Up to US$5m in 12 months (opens in a new tab). Its target, maximum and deadline are on its Form C: How to read a Form C in 10 minutes shows where.
Can you cancel an investment and free up your limit?
You can cancel for any reason (opens in a new tab) until 48 hours before the offering's deadline. The rule does not say how a cancelled commitment counts, but a limit is measured on what is sold to you.
How long must you hold what you buy?
Securities bought under Reg CF generally cannot be resold for one year (opens in a new tab), with some exceptions. How to sell crowdfunded shares covers what comes after that.
Sources
- SEC, Regulation Crowdfunding: guidance for issuers (opens in a new tab)
- 17 CFR 227.100, the limits themselves (opens in a new tab)
- 17 CFR 230.501, accredited investors and net worth (opens in a new tab)
- 17 CFR 227.303, what a platform must check (opens in a new tab)
- 17 CFR 227.502, minor failures (opens in a new tab)
- 17 CFR 227.304, cancelling a commitment (opens in a new tab)
- 17 CFR 227.501, resale (opens in a new tab)
- SEC, Release 33-10884, November 2020 (opens in a new tab)
- SEC, Release 33-11098, inflation adjustments, 2022 (opens in a new tab)
- SEC, Release 33-9974, adopting Regulation Crowdfunding, 2015 (opens in a new tab)
- SEC, Regulation Crowdfunding: a small entity compliance guide, 2017 (opens in a new tab)
- SEC, Accredited investors (opens in a new tab)
- SEC staff, Funding portal FAQs (opens in a new tab)
- SEC staff, Report to the Commission: Regulation Crowdfunding, 2019 (opens in a new tab)
- SEC, rulemaking petition File No. 4-914, 13 July 2026 (opens in a new tab)
- SEC, rulemaking petition File No. 4-889, 4 March 2026 (opens in a new tab)
- Investor Choice Advocates Network, comment on File No. 4-914 (opens in a new tab)
- SEC Chairman Atkins, remarks, 27 October 2026 (opens in a new tab)
- SEC Chairman Atkins, statement, 30 September 2026 (opens in a new tab)
- SEC, Rulemaking activity (opens in a new tab)