Founder's Guide
Reg CF vs Reg A+ vs Reg D: Choosing the Right Offering for Your Startup
Equity crowdfunding gives founders three legal paths to raise capital from the public. Each one has different offering limits, audit requirements, investor eligibility rules, and strategic trade-offs. Here's how to pick the right one for your raise.
At a glance
| Dimension | Reg CF | Reg A+ | Reg D (506(b)/506(c)) |
|---|---|---|---|
| Max raise per 12 months | $5M | $75M (Tier 2) | Unlimited |
| Investor type | Accredited + non-accredited | Accredited + non-accredited | Accredited only (506(c)) / mostly accredited (506(b)) |
| General solicitation | Yes (via registered portal) | Yes | 506(c): Yes · 506(b): No |
| Audited financials | Reviewed <$1.235M, audited above (first-time > $124k requires review) | Tier 1: reviewed · Tier 2: audited | Not required by SEC |
| SEC filing | Form C | Form 1-A (qualified) | Form D (notice) |
| Ongoing reporting | Annual Form C-AR | Tier 2: 1-K, 1-SA, 1-U | None (private) |
| Time to launch | 4–8 weeks | 3–6 months (qualification) | Days to weeks |
| Typical cost | $10k–$50k | $75k–$250k+ | $5k–$25k |
| Resale / liquidity | 1-year lockup | Freely tradable (Tier 2) | Restricted (typically 1 year) |
Regulation Crowdfunding (Reg CF)
Reg CF is the fastest way to open a raise to the general public. Offerings run through a FINRA-registered funding portal and cap at $5M per 12 months. Anyone — accredited or not — can invest, with per-investor limits scaled to income and net worth.
Choose Reg CF when:
- You want a public raise from your customer base and community.
- You're raising up to $5M and can move in 4–8 weeks.
- You want general solicitation without full SEC qualification.
Regulation A+ (Tier 1 & Tier 2)
Reg A+ is often called a "mini-IPO." Tier 2 lets you raise up to $75M per 12 months from anyone in the US, with freely tradable securities. In exchange, you file Form 1-A, get audited financials, and take on ongoing reporting (Form 1-K annual, 1-SA semi-annual, 1-U current reports).
Choose Reg A+ when:
- You need $10M+ and want to keep the raise open to non-accredited investors.
- You can absorb 3–6 months of SEC qualification and audited financials.
- Freely tradable shares matter for your investor pitch.
Regulation D (506(b) & 506(c))
Reg D is the private path. There's no cap on the raise size, no SEC qualification, and no audit requirement — you file a Form D notice and go. 506(b) allows up to 35 non-accredited investors but bans general solicitation. 506(c) lets you market publicly, but every investor must be verified accredited.
Choose Reg D when:
- Your investors are accredited (VCs, angels, family offices).
- You want to move fast without audits or SEC qualification.
- You're comfortable with restricted, non-liquid securities.
How founders actually decide
Community raise under $5M
Reg CF. Fastest public path, lowest cost, opens to your customers.
Mini-IPO with $10M+ target
Reg A+ Tier 2. Higher upfront cost, but freely tradable shares and non-accredited access.
Institutional / VC round
Reg D 506(b) or 506(c). Fastest close, no audit, accredited investors only.
This guide is educational and not legal advice. Pre-IPO Hype is not a broker-dealer and does not facilitate investments. Consult qualified securities counsel before choosing an offering type.
Related reading: How to write the perfect investor update — the cadence that keeps momentum alive between raises · Reg D vs Reg CF · Series A vs Series B
Frequently asked questions
Build the investor relations system behind your raise
Once you've picked your offering type, the next step is distribution. Pre-IPO Hype gives founders the infrastructure to run Reg CF, Reg A+, and Reg D raises with structured outreach and visibility.