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All regulations

Investor limits under Reg CF

What Reg CF is

Regulation Crowdfunding, usually shortened to Reg CF, is the US Securities and Exchange Commission's exemption that lets a company sell securities to the public online without registering the offering. Investors do not have to be accredited, though those who are not have limits on how much they can put in. SEC guidance for issuers (opens in a new tab)

A company can raise up to US$5 million under Reg CF in any 12 months. Each offering runs on one online platform only, which must be a broker-dealer or a funding portal registered with the SEC and FINRA. The company may rely on that platform to check investors against their limits. 17 CFR 227.100 (opens in a new tab)

The company files its offering statement, Form C, on the SEC's EDGAR system. It covers the officers, directors and owners of 20% or more, the business and how the money will be used, with financial statements whose level of outside review rises with the size of the offering. A company that has sold securities under Reg CF then provides an annual report on Form C-AR. SEC guidance for issuers (opens in a new tab)

An investor can cancel for any reason until 48 hours before the offering's deadline. If the offering changes materially, the investor has five business days to reconfirm, or the commitment is cancelled. If the offering is not completed, the platform has five business days to notify investors and direct the return of their money. 17 CFR 227.304 (opens in a new tab)

Securities bought under Reg CF generally cannot be transferred for one year after they are issued. The exceptions are a transfer to the company, to an accredited investor, in an offering registered with the SEC, or to certain family members and trusts, or on death or divorce. 17 CFR 227.501 (opens in a new tab)

Questions about Reg CF

How much can I invest in Reg CF offerings?

An accredited investor has no limit under the rule. Otherwise the limit runs across all Reg CF offerings in any 12 months. If your annual income or net worth is under US$124,000, it 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, up to US$124,000.

Source: 17 CFR 227.100 (opens in a new tab)

Can I cancel a Reg CF investment?

Yes, for any reason until 48 hours before the offering's deadline. Inside those 48 hours, a commitment ends only through the reconfirmation that follows a material change to the offering: without a reconfirmation within five business days, it is cancelled.

Source: 17 CFR 227.304 (opens in a new tab)

Can I sell Reg CF securities later?

Generally not for one year after they are issued. The exceptions are a transfer to the company, to an accredited investor, in an offering registered with the SEC, or to certain family members and trusts, or on death or divorce.

Source: 17 CFR 227.501 (opens in a new tab)

How much can a company raise under Reg CF?

Up to US$5 million in any 12 months. Sales in other exempt offerings do not count towards that cap.

Source: SEC guidance for issuers (opens in a new tab)

Where is a company's Reg CF filing?

Its offering statement, Form C, is filed on the SEC's EDGAR system and with the platform running the offering.

Source: SEC guidance for issuers (opens in a new tab)

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