Navigating the Regulatory Maze: A Startup’s Guide to Equity Crowdfunding Regulations.

Jeff "fuzzy" Wenzel
3 min readMay 17, 2023

Navigating the complex landscape of equity crowdfunding can be a daunting task for startups. One of the key elements of this process is understanding the regulations that govern this space. In the United States, these are primarily Regulation A (Reg A), Regulation D (Reg D), and Regulation Crowdfunding (Reg CF). Understanding these regulations and determining which one is best suited for your startup can significantly impact the success of your crowdfunding campaign.

Photo by Sergey Zolkin on Unsplash

Regulation A (Reg A).

Reg A is often referred to as a ‘mini-IPO’. This regulation allows private companies to raise up to $75 million in a 12-month period (as of 2021). The process involves filing an offering statement with the Securities and Exchange Commission (SEC), which must be qualified before the company can begin raising funds.

There are two tiers within Reg A: Tier 1 allows for the raising of up to $20 million, while Tier 2 allows for raising up to $75 million. Tier 2 offerings require audited financial statements and ongoing reporting but preempt state securities law registration and qualification requirements, making the process simpler and more streamlined.

Reg A can be a good fit for startups with a strong network of potential investors and the resources to handle the upfront costs and ongoing reporting requirements. It’s particularly beneficial for startups aiming to raise substantial capital while also reaching out to non-accredited investors.

Regulation D (Reg D)

Reg D allows startups to raise an unlimited amount of funds from accredited investors — individuals or entities that meet certain financial criteria defined by the SEC. The most commonly used exemption under this rule is 506(b), which allows for an unlimited amount of accredited investors and up to 35 non-accredited investors. However, 506(b) prohibits general solicitation, meaning you can only raise from investors you have a pre-existing relationship with.

On the other hand, 506(c) allows for general solicitation, but all investors must be accredited, and the issuer must take reasonable steps to verify their accredited status.

Reg D is ideal for startups that have an extensive network of accredited investors or those looking to raise a substantial amount of capital without the regulatory burden and costs associated with Reg A.

Photo by Fabian Blank on Unsplash

Regulation Crowdfunding (Reg CF)

Reg CF allows startups to raise up to $5 million in a 12-month period (as of 2021) from both accredited and non-accredited investors. This makes it an excellent option for startups seeking to raise capital from a broad pool of investors, including the general public. The disclosure requirements are less burdensome than Reg A, and there are no ongoing reporting requirements after the offering is completed.

Reg CF is ideal for early-stage startups with a broad, enthusiastic community that may not have a large network of accredited investors. It’s also a good fit for startups that wish to test the market’s appetite for their product or service without the significant costs associated with Reg A.

In conclusion, the choice between Reg A, Reg D, and Reg CF depends on various factors such as your fundraising goals, the nature of your potential investors, and your capacity to handle regulatory compliance. Always consider legal advice when making these decisions to ensure your fundraising strategy aligns with your business goals and complies with all relevant securities laws. Equity crowdfunding is an exciting avenue for raising capital, but it’s essential to navigate the regulatory landscape with care.

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Jeff "fuzzy" Wenzel

Startup Fundraising Re-Imagined 🤔 Retail Investor 💰 Startup Advisor 🏆 Innovation Enthusiast 🥳