What is Regulation Crowdfunding?
Regulation Crowdfunding (Reg CF) is a securities exemption that lets companies raise capital from the general public — not just wealthy, accredited investors. Created by the JOBS Act in 2012 and implemented by the SEC in 2016, it opened up startup investing to everyone.
Unlike rewards-based crowdfunding (Kickstarter, Indiegogo), Reg CF offerings give investors actual ownership in your company — equity, debt, or other securities. That means real investors with real skin in the game, aligned with your success.
Why founders love Reg CF
Beyond the capital, Reg CF creates something powerful: a community of investor-advocates. These aren't passive shareholders — they're customers, evangelists, and believers who literally own a piece of your success. That alignment is invaluable.
Key requirements & limits.
Fundraising cap
Companies can raise up to $5 million in any 12-month period under Reg CF. This limit was increased from $1.07 million in March 2021, making Reg CF significantly more attractive for growth-stage companies.
Investor limits
While anyone can invest, there are limits on how much non-accredited investors can put in, based on income and net worth:
- If income OR net worth is less than $124,000: the greater of $2,500 or 5% of the lesser of income or net worth.
- If both income AND net worth are $124,000+: 10% of the lesser of income or net worth, up to $124,000.
Accredited investors have no investment limits under Reg CF.
Funding portal requirement
All Reg CF offerings must be conducted through an SEC-registered funding portal or broker-dealer. You cannot raise directly from your own website. Popular platforms include Wefunder, Republic, StartEngine, and Mainvest.
Disclosure requirements
You'll file a Form C with the SEC and provide it to investors. Required disclosures include:
- Company information (name, legal status, address, website).
- Names of directors, officers, and 20%+ shareholders.
- Description of the business and business plan.
- Use of proceeds.
- Target offering amount and deadline.
- Price of securities (or method for determining price).
- Financial statements (reviewed or audited, depending on amount raised).
- Risk factors.
Financial statement requirements.
| Amount raised | First-time issuers | Repeat issuers |
|---|---|---|
| $124,000 or less | Certified by principal executive officer | Certified by principal executive officer |
| $124,001 – $618,000 | Reviewed by independent CPA | Reviewed by independent CPA |
| $618,001 – $5,000,000 | Reviewed by independent CPA | Audited by independent CPA |
The Reg CF process.
Strategy & platform selection
We help you choose the right funding portal based on your industry, target raise, and investor audience. Each platform has different fees, investor bases, and specialties.
Form C preparation
We draft your Form C disclosure document — business description, risk factors, use of proceeds, and all required company information. We coordinate with your accountant on financial statements.
Investment terms & documents
We structure your offering — SAFE, convertible note, equity, or revenue share — and draft the subscription agreement and any other investor documents.
SEC filing & platform onboarding
We file your Form C with the SEC via EDGAR and work with your chosen platform to complete their onboarding and compliance review process.
Campaign launch
Once filed and approved by the platform, your campaign goes live. You can begin accepting investments immediately — there's no SEC review period for Reg CF.
Ongoing compliance
After closing, we help you file annual reports (Form C-AR) and any material amendments required while the securities remain outstanding.
Reg CF vs. other exemptions.
| Feature | Reg CF | Reg A+ | Reg D 506(c) |
|---|---|---|---|
| Max raise | $5M | $75M | Unlimited |
| Non-accredited | Yes | Yes | No |
| General solicitation | Yes | Yes | Yes |
| SEC filing | Form C (no review) | Form 1-A (review) | Form D (notice) |
| Time to launch | 2–4 weeks | 3–6 months | 1–2 weeks |
| Ongoing reports | Annual (Form C-AR) | Semi-annual + annual | None required |
| Platform required | Yes | No | No |
Is Reg CF right for you?
Reg CF is ideal if you want to raise up to $5M, build a community of invested supporters, and are comfortable with public disclosure. It's especially powerful for consumer brands, community-focused businesses, and companies with an existing customer base that might want to invest.