More ways to invest in growing companies
Not long ago, opportunities to invest in private businesses were often difficult for everyday investors to access. Reg A+ and Reg CF are two U.S. fundraising pathways that can make certain company offerings available to a broader group of people. That means you may be able to learn about—and potentially invest in—a business while it is still growing, rather than waiting to see whether it ever joins a stock exchange.
Reg CF is short for Regulation Crowdfunding. Reg A+ is a common name for Regulation A. They are different legal pathways, not different investment products.
Two pathways, different possibilities
| Question | Reg CF | Reg A+ |
|---|---|---|
| How much can a company raise? | Up to $5 million in a 12-month period. | Up to $20 million under Tier 1, or $75 million under Tier 2, in a 12-month period. |
| Can everyday investors participate? | Yes, subject to eligibility and investment limits. | Generally yes; limits apply to certain non-accredited Tier 2 investors. |
| Where does the investment happen? | Through one SEC-registered intermediary: a broker-dealer or funding portal. | Through the offering process described by the issuer; it does not require the same Reg CF portal structure. |
| What documents should I read? | Form C and offering information on the intermediary's platform. | The qualified offering circular and related filings. |
| Can I sell right away? | Usually no; securities generally have one-year resale restrictions, with exceptions. | Depends on the security and market; being able to resell legally does not mean a buyer exists. |
| Does either guarantee a return? | No. | No. |
These are general federal rules. Specific investment terms, eligibility, state rules, and current offering documents can add important details.
Reg CF: Supporting businesses at an earlier stage
Imagine discovering a new product or business you believe has potential. Regulation Crowdfunding (Reg CF) gives eligible companies a way to raise capital from many individual investors through a registered online investment platform. For investors, that can mean discovering companies they might not otherwise have encountered.
Investors can review the company's information and decide whether to participate. A Reg CF offering must use an SEC-registered broker-dealer or funding portal, and companies provide disclosures on Form C.
Non-accredited investors face limits based on income and net worth. Many Reg CF securities also have restrictions on resale for the first year, with certain exceptions.
Reg A+: Exploring companies raising more capital
Reg A+ can give eligible companies a way to reach a broad public audience as they raise funds for growth. Investors may encounter businesses looking to expand their products, operations, or customer base. The process is sometimes nicknamed a mini-IPO. That nickname does not mean the company is listed on a stock exchange or that its shares can be traded like public stocks.
There are two levels:
- Tier 1: Up to $20 million raised in 12 months, with applicable state securities review and fewer ongoing federal reporting requirements.
- Tier 2: Up to $75 million raised in 12 months, with audited financial statements, ongoing SEC reporting, and certain limits for non-accredited investors.
The SEC must qualify the offering statement before the issuer can sell securities under Reg A. Qualification does not mean the SEC has approved the investment or confirmed that it is a good opportunity.
Which type of opportunity might interest you?
That depends on the business and what you want to understand about it. Reg CF can introduce investors to smaller fundraising campaigns, while Reg A+ can accommodate larger raises. Neither pathway automatically means a better investment, and both can involve substantial risk.
A useful starting question is: Do I understand what this company is building, how the investment works, and what could go right or wrong? You should be prepared for the possibility of losing your entire investment.
How to explore an offering with confidence
- Reg CF: Review the issuer's Form C, financial information, risk factors, terms, and updates through the registered intermediary.
- Reg A+: Read the offering circular, financial statements, risk factors, and any updates or supplements.
- For either: Check how your investment could be diluted, what rights you receive, what fees apply, and whether you can realistically sell later.
Frequently asked questions
Are Reg A+ and Reg CF investments the same as buying stocks on an exchange?
No. They can involve securities in private or smaller companies, often without an active resale market.
Can I invest a small amount?
Some offerings have relatively low minimums, but each issuer sets its own terms and investors may face legal limits.
Does SEC qualification mean Reg A+ is SEC-approved?
No. Qualification is a regulatory step; it is not an endorsement of the company or its securities.
Where can I find the official documents?
For Reg CF, start with the registered intermediary's offering page and Form C. For Reg A+, review the issuer's offering circular and SEC filings, including through SEC EDGAR.