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All regulations

Investor limits under Reg A+

What Reg A+ is

Regulation A, often called Reg A+, is the US Securities and Exchange Commission's exemption for public offerings. A company uses it to offer securities to the general public without registering the offering under the Securities Act. It has two tiers: Tier 1 for up to US$20 million in 12 months, and Tier 2 for up to US$75 million. SEC overview of Regulation A (opens in a new tab)

The company must be organised in the United States or Canada, with its principal place of business in either. Investment companies are among those that cannot use it. Of each tier's total, up to US$6 million in Tier 1 and US$22.5 million in Tier 2 can come from selling securityholders who are affiliates of the company. 17 CFR 230.251 (opens in a new tab)

The company files an offering statement with the SEC. No sale can be made until that statement has been qualified, and it can be qualified only at the date and time the SEC determines. 17 CFR 230.251 (opens in a new tab) 17 CFR 230.252 (opens in a new tab)

The two tiers differ in what follows. A Tier 1 company files an exit report on Form 1-Z within 30 calendar days after the offering ends. A Tier 2 company files annual reports on Form 1-K, semiannual reports on Form 1-SA and current reports on Form 1-U. 17 CFR 230.257 (opens in a new tab)

Tier 2 also limits how much a non-accredited investor can put in, unless the securities are listed on a national securities exchange when the offering is qualified. A Tier 2 company does not have to register or qualify the offering with state securities regulators. SEC overview of Regulation A (opens in a new tab) 17 CFR 230.251 (opens in a new tab)

Questions about Reg A+

How much can I invest in a Reg A+ offering?

In a Tier 2 offering of securities not listed on a national securities exchange, an individual who is not an accredited investor can put in no more than 10% of the greater of annual income or net worth. The rule writes this limit for Tier 2 only, and it does not apply to accredited investors.

Source: 17 CFR 230.251 (opens in a new tab)

What is the difference between Tier 1 and Tier 2?

Tier 1 covers offerings of up to US$20 million in 12 months and Tier 2 up to US$75 million. Tier 2 limits non-accredited investors in unlisted offerings and requires ongoing reports. A Tier 1 company files an exit report when the offering ends.

Source: 17 CFR 230.251 (opens in a new tab) · 17 CFR 230.257 (opens in a new tab)

When can a company start selling in a Reg A+ offering?

Only after the SEC has qualified its offering statement. Until then, no sale can be made.

Source: 17 CFR 230.251 (opens in a new tab) · 17 CFR 230.252 (opens in a new tab)

What does a company report after a Reg A+ offering?

A Tier 1 company files an exit report on Form 1-Z within 30 calendar days after the offering ends. A Tier 2 company files annual reports on Form 1-K, semiannual reports on Form 1-SA and current reports on Form 1-U.

Source: 17 CFR 230.257 (opens in a new tab)

General information, not advice. A platform’s own terms, and the rules where you live, may differ. Sources read .