Regulation A offerings
A public offering of up to $75 million in 12 months that the SEC must qualify before any sale, lighter than a full registered IPO. Anyone can invest, with limits on investors who are not accredited in the larger tier.
- Shares
How it works
Regulation A is an SEC exemption for public offerings. The offering is not registered, but it shares many features of a registered one: you file an offering statement on Form 1-A on EDGAR, the SEC staff reviews it, and you can sell only once the SEC has qualified it. The main document, the offering circular, is a simpler, scaled-down version of a full registration statement. A first-time issuer can submit a draft for review in private.
There are two tiers:
- Tier 1: up to $20 million in 12 months. You must also register or qualify the offering in each state where you sell, though states offer a coordinated review for multi-state offerings. Financial statements need not be audited unless you already have audited ones. After the offering you file only an exit report.
- Tier 2: up to $75 million in 12 months. Financial statements must be audited. You do not register with the states, though they can require notice filings and fees. Investors who are not accredited can buy no more than 10% of the greater of their income or net worth, unless the shares will be listed on a national stock exchange when the offering is qualified. You then file annual reports (Form 1-K, within 120 days of your year end), semiannual reports (Form 1-SA) and reports of major events (Form 1-U, within four business days).
In either tier, existing shareholders who are affiliates can sell some of their own shares as part of the offering, within set limits. You can "test the waters" with the public before or after filing, using the required statements. The securities can be shares, debt, convertible securities or warrants.
Who can use it: companies organized in and run mainly from the US or Canada. It is not open to investment companies, blank-check companies with no specific business plan, companies behind on their required SEC reports, or companies with a "bad actor" among their directors, officers, owners of 20% or more, promoters or people paid to find investors.
Upsides and downsides
Upsides
- Raise up to $75 million from the general public, not only from accredited investors
- You can test the waters with the general public before and after filing
- Lighter than a full registered IPO, with a simpler offering circular
- Tier 2 offerings do not have to be registered with each state
Downsides
- Nothing can be sold until the SEC qualifies the offering, after its staff review
- High legal and audit costs before you raise anything
- Tier 2 means public reports twice a year, plus reports of major events
- Tier 1 means registering the offering in every state where you sell
Risks
- You pay most of the costs before you know how much you will raise
- Anti-fraud rules apply, so misleading statements can lead to claims against the company and its people
- Your finances and plans become public, including to competitors
What it costs
- How it is priced
- The shares or other securities you sell to the public, plus legal, accounting and offering costs
- Costs that are easy to miss
- Legal and audit work to prepare Form 1-A and answer the SEC staff's comments
- For Tier 2, ongoing annual, semiannual and event reports, and a registered transfer agent to keep the SEC registration exemption
- For Tier 1, registering the offering in each state where you sell
- Fees for any underwriter, placement agent or broker-dealer that sells the offering
Tier 1 up to $20 million and Tier 2 up to $75 million in 12 months, including limited sales by existing shareholders.
Selling shares? Ownership after each round: see what you would own after each round
Does it fit?
Could fit when
- You need between $1 million and $75 million and want to raise it from the public
- You have a large base of customers or supporters who would invest
Unlikely to fit when
- You need more than $75 million in 12 months
- You need the money within weeks
- You need less than about $1 million, where the costs are hard to justify
- You do not want public reporting and scrutiny
Who can use it
- Business types: LLC, C corporation, Benefit corporation
- A company organized in, and run mainly from, the US or Canada
- Not an investment company, a blank-check company or a company behind on its required SEC reports
- No disqualifying events for the company or its directors, officers, owners of 20% or more, promoters or people paid to find investors
- Tier 2 needs two years of audited financial statements (or since the company started, if shorter)
Am I ready?
What a provider is likely to ask for. Tick what you have. Your ticks stay in this browser and nothing is stored. Checklist for all public and quasi-public markets
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- Financial statements
- Offering circular
- Tier chosen
Regulation and protections
Regulators: U.S. Securities and Exchange Commission (SEC); State securities regulators.
Who runs it: Private providers, nationwide.
The SEC staff reviews the offering statement and the SEC must qualify it before any sale. Federal anti-fraud rules apply to everything said about the offering. Tier 1 offerings are also registered with the states; Tier 2 offerings are not, but states can require notice filings and fees and can act against fraud.
Types of provider: Securities lawyers and independent auditors, for the filing; Underwriters, placement agents and broker-dealers that sell offerings.
Also consider
What has changed
No changes since this page was published. It was last checked against its sources on October 17, 2026.
Sources
- SEC: Regulation A · checked October 17, 2026
- SEC: Regulation A, Guidance for Issuers · checked October 17, 2026
- SEC: Frequently asked questions about exempt offerings (anti-fraud rules and state law) · checked October 17, 2026
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