Reg CF vs Reg A+ vs Reg D 506(c): Which Raise Fits Your Company?

Reg CF fits companies raising up to $5 million from the general public, including first-time and non-accredited investors, through a single SEC-registered funding portal or broker-dealer. Reg A+ fits larger public raises (up to $20 million under Tier 1 or $75 million under Tier 2) where you can afford audited financials, an SEC-qualified offering circular and, in Tier 2, ongoing reporting. Reg D 506(c) fits companies selling only to accredited investors: there is no dollar cap and you can advertise openly, but every buyer must be verified. In short, choose by who your investors are first and how much you need second.

The three exemptions at a glance

All three let a private company sell securities without a full SEC registration, and all three allow some form of public marketing. That is where the similarity ends. The figures below reflect current SEC rules at the time of writing. Industry petitions filed with the SEC in 2026 ask for a higher Reg CF cap, but no change has been adopted.

Reg CF: up to $5 million through one platform

Regulation Crowdfunding caps the raise at $5 million in any 12-month period. Every sale must happen online through a single SEC-registered funding portal or broker-dealer, and one offering cannot be split across several platforms. Accredited investors can invest without limit. Non-accredited investors are capped over 12 months:

• If either annual income or net worth is under $124,000: the greater of $2,500 or 5% of the greater of the two.
• If both are at least $124,000: 10% of the greater of the two, but no more than $124,000.

You file Form C on EDGAR with the offering details and financial statements. The required level depends on how much you raise in the 12-month period: up to $124,000, financials certified by the principal executive officer; up to $618,000, reviewed by an independent accountant; above that, audited, except that a first-time Reg CF issuer raising up to $1.235 million may use reviewed statements.

After the raise you file Form C-U progress updates and an annual report on Form C-AR within 120 days of fiscal year-end, which must also be posted on your website. Reg CF securities are federally "covered," so states cannot require registration. Cost and timeline drivers are mostly the accountant review or audit, legal work on Form C, and the portal's fees, which are typically tied to the amount raised. The offering must stay publicly available on the platform for a minimum period before sales close, so plan the campaign calendar around it.

Reg A+: a mini-IPO with SEC qualification

Regulation A has two tiers. Tier 1 allows up to $20 million in 12 months, with no more than $6 million from affiliated selling securityholders. Tier 2 allows up to $75 million, with no more than $22.5 million from affiliated selling securityholders. No intermediary is required, although many issuers use a broker-dealer or an offering platform such as DealMaker for the investment flow.

The core document is the offering circular filed on Form 1-A. You cannot sell until SEC staff qualifies it, and that review, including comment rounds, is the main timeline variable. First-time issuers can submit a draft for non-public review, but it must be made public on EDGAR at least 21 days before qualification.

• Tier 1: financial statements need not be audited unless audits already exist, but the offering must also be registered or qualified in every state where you sell. Multi-state review adds time, which is why most issuers choose Tier 2.
• Tier 2: audited financials, state registration preempted (notice filings and fees may still apply), and a cap for non-accredited individuals of 10% of the greater of annual income or net worth, unless the securities will be listed on a national exchange.
• Tier 2 ongoing reports: Form 1-K annually within 120 days, Form 1-SA semiannually within 90 days, and Form 1-U within four business days of certain events.

Reg A+ is usually the most expensive of the three to launch: the audit, securities counsel through SEC comments, and a marketing budget large enough to reach thousands of retail investors.

Reg D 506(c): unlimited, accredited-only, verified

Rule 506(c) has no dollar cap and allows general solicitation: public ads, social posts and an open landing page. The trade-off is that every purchaser must be accredited, and the issuer must take reasonable steps to verify it. A self-certification checkbox is not enough.

For individuals, accredited generally means income over $200,000 ($300,000 with a spouse or partner) in each of the last two years, net worth over $1 million excluding the primary residence, or a Series 7, 65 or 82 license. Verification methods the SEC describes include reviewing IRS income forms, reviewing asset and liability statements dated within the prior three months, or a written confirmation from a broker-dealer, registered investment adviser, attorney or CPA. In March 2025 SEC staff also accepted high minimum investments (at least $200,000 for natural persons, $1 million for entities) combined with written representations as reasonable steps.

You file Form D within 15 days of the first sale; there is no SEC fee and no SEC review. States cannot require registration but can require notice filings, consent to service of process and fees. There are no prescribed financial statements and no SEC ongoing reporting, though investors will expect a data room and regular updates.

Marketing rules: what you can say and where

This is where websites get companies in trouble, so it deserves its own section.

• Reg CF: before filing Form C you may test the waters, but materials must state that no money is being solicited or accepted, and they are filed with Form C. Once the offering is live, advertising outside the platform is limited to a "tombstone" notice: a statement that the offering is made under Section 4(a)(6), the portal's name and link, the amount, type and price of the securities, the closing date, and basic company facts. Detailed pitching happens on the portal.
• Reg A+: testing the waters is allowed before and after filing, with required legends. After the public filing, materials must include or link to the preliminary offering circular, and testing-the-waters materials are filed with the SEC.
• Reg D 506(c): broad general solicitation is permitted, but every statement remains subject to antifraud liability, and sales close only after verification.

A common mistake we see is a company site that keeps an old pitch page with projections live while a Reg CF offering is open. That page reads as an offer, and it sits outside the platform.

What the investor website needs in each case

The site is not the offering document, but regulators and investors read it as part of the offer. In our investor website projects we plan the site around the exemption first and the design second.

• Reg CF: the company site carries the brand story and a short, tombstone-compliant offering block that links to the portal campaign page. No terms beyond what the notice allows, no investor testimonials, no return language. The annual report needs a permanent home on the site. Our Reg CF website and campaign work follows this split.
• Reg A+: a full investor landing page is possible, with the offering circular linked prominently, risk legends near every call to action, and the invest flow on the platform or broker-dealer. Copy and creatives go through counsel before launch, and testing-the-waters pages carry the right legends from day one.
• Reg D 506(c): an open landing page with the thesis, team and track record, a gated data room, and an accreditation step before subscription documents. Make it clear early that only accredited investors can invest. See our 506(c) investor pages for the typical setup.

For all three: version-control the copy so counsel signs off on exactly what goes live; tag ads and links with UTM parameters; send leads to a CRM with consent records; and track the funnel from page view to portal click or accreditation start. Analytics should measure interest, not collect financial data that the platform or verifier should hold.

How to choose: a practical decision rule

• Your investors are mostly accredited, or you need more than $5 million without a long review: start with 506(c).
• You want customers and fans to invest and need $5 million or less in 12 months: Reg CF.
• You need more than $5 million from the public, have or can get audited financials, and can handle ongoing reporting: Reg A+ Tier 2.

Many companies combine them over time, for example a 506(c) round for anchor investors followed by a Reg CF or Reg A+ round for the community. Each offering needs its own compliance analysis, and running offerings in parallel is a question for counsel. On the marketing side, our recommendation is simple: decide the exemption before you design the investor page, because it determines what the page is allowed to say.

This article is general information, not legal or investment advice. Offering compliance stays with your securities counsel and funding portal.