What does a Regulation Crowdfunding raise cost, and what do we keep?

See which financial statements your offering needs, and what is left after the funding portal's fee, the review or audit, legal work and marketing, plus the yearly cost of reporting afterward.

Last checked: October 21, 2026Worked out in your browser, nothing stored

Under Regulation Crowdfunding a company can sell shares, notes or other securities to the public online, up to $5,000,000 in 12 months, through one registered funding portal or broker-dealer. It files a Form C with the SEC, and the financial statements in it depend on how much it aims to raise plus what it sold this way in the 12 months before:

$124,000 or less: financial statements certified by the company's principal executive officer, with figures from its federal tax return.
More than $124,000, up to $618,000: financial statements reviewed by an independent public accountant.
More than $618,000: financial statements audited by an independent public accountant. A company that has never sold under Regulation Crowdfunding can use reviewed statements up to $1,235,000.

If you have reviewed or audited statements already, you must use them. After the raise, you file an annual report each year. This calculator adds up the costs of a raise and shows what you keep.

You keep

$433,000

If you reach the amount

Of the money raised

86.6%

The share you keep

Costs

$67,000

13.4% of the money raised

Financial statements

Reviewed

On $500,000 in 12 months

Form C needs: financial statements reviewed by an independent accountant. If you already have reviewed or audited statements, you must use them.

Portal fee in cash: $35,000
Portal fee in securities, at the offering price: $10,000
Review or audit: $6,000
Legal and accounting for Form C: $10,000
Marketing: $15,000
Escrow, payment and other costs: $1,000
Annual report, each year after: $3,000

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Worked example: A first offering aiming to raise $500,000

A made-up example, not a quote from any portal: a 7% cash fee and 2% of the securities sold to the portal, $6,000 for a review of the financial statements, $10,000 for legal and accounting work on Form C, $15,000 of marketing, $1,000 of escrow and payment costs, and $3,000 a year for the annual report.

Amount raised: $500,000
Financial statements needed: Reviewed by an independent accountant
Portal fee: 7% in cash: − $35,000
Review of the financial statements: − $6,000
Legal and accounting for Form C: − $10,000
Marketing: − $15,000
Escrow, payment and other costs: − $1,000
What you keep: $433,000
As a share of the money raised: 86.6%
Also: 2% of the securities to the portal, at the offering price: $10,000
Annual report, each year after: $3,000

Aiming for $1,500,000 instead would call for audited by an independent accountant financial statements, even as a first offering: the review is enough only up to $1,235,000.

Worth knowing

When the SEC adopted the rules in 2015, it projected portal fees of 5% to 15% of the money raised for offerings of $100,000 or less, 5% to 10% up to $500,000, and 5% to 7.5% above that. Ask each portal for its fees in writing, including any it takes in securities.
A portal can be paid in your securities only if they are the same class, with the same terms, as the ones investors buy. Those securities dilute you as investors' do.
The SEC's 2015 estimates were $1,500 to $18,000 for a review of the financial statements and $2,500 to $30,000 for an audit; in 2021 it noted more recent estimates of $1,500 to $6,000 for a review. Its 2015 estimates for preparing Form C ran from $2,500 for the smallest offerings to $5,000 to $20,000 for the largest. Ask for quotes.
If you will accept more than your target, the financial statements are set by the most you will accept, not the target. Enter that amount.
Most of these costs come before you know whether the offering will reach its target. If it does not, the money is returned to investors and you still pay for the review, the legal work and the marketing.
The annual report is due within 120 days of the end of each fiscal year, with financial statements certified by your principal executive officer, or reviewed or audited ones if you have them.
The JOBS Act requires the SEC to adjust the $124,000, $618,000 and $1,235,000 amounts for inflation; they were last adjusted in September 2022.

Routes this works for

Regulation Crowdfunding

Sources

17 CFR 227.100: the crowdfunding exemption ($5,000,000 in 12 months, investment limits) · checked October 21, 2026
17 CFR 227.201: Form C disclosure, with (t) financial statements by offering amount ($124,000, $618,000, $1,235,000) · checked October 21, 2026
17 CFR 227.202: ongoing reporting (annual report within 120 days of the fiscal year end) · checked October 21, 2026
17 CFR 227.300: intermediaries, with (b) a portal paid in the issuer's securities on the same terms · checked October 21, 2026
17 CFR 227.303: funds go to a qualified third party, which returns them to investors if the offering is not completed · checked October 21, 2026
SEC, Crowdfunding adopting release, 80 FR 71388 (November 16, 2015): economic analysis estimates of portal fees, review and audit costs and Form C costs · checked October 21, 2026
SEC, Facilitating Capital Formation and Expanding Investment Opportunities, 86 FR 3496 (January 14, 2021): the $5 million limit and more recent review cost estimates · checked October 21, 2026
Federal Register 2022-19867: Inflation Adjustments Under Titles I and III of the JOBS Act · checked October 21, 2026

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