Reg CF vs Reg A vs Reg D: Which Is Right for Your Raise?
Three SEC exemptions, three very different raises. Here’s how they compare on what actually decides it: how much you can raise, who can invest, and what it costs.
Short answer
Use Reg CF to raise up to $5M a year from anyone, including your community. Use Reg A+ to raise up to $75M a year from the public when you can afford a mini-IPO’s cost and disclosure. Use Reg D to raise an unlimited amount, fast, from accredited investors only.
The comparison at a glance
Reg CF
Reg A+ (Tier 2)
Reg D 506(c)
Max raise / 12 mo
$5M
$75M (Tier 1: $20M)
Unlimited
Who can invest
Everyone
Everyone
Accredited only (verified)
Non-accredited limits
Yes, capped by income/net worth
Yes, capped at 10% of income/net worth
Not applicable
General solicitation
Allowed
Allowed
Allowed
SEC filing
Form 1-A + SEC qualification
Form D (notice)
Financials
Reviewed or audited (by size)
Audited + ongoing reporting
Issuer’s discretion
Where you raise
Registered portal / broker-dealer
Broker-dealer, or a portal with a broker-dealer attached
Direct, or through a broker-dealer
Typical timeline
3 to 6 months, including onboarding
9 to 12 months, including SEC qualification
No SEC review; usually 1 to 3 months to close
Resale
12-month lock-up (exceptions)
Generally freely tradable
Restricted securities
Best for
Community rounds, $50K to $5M
Mini-IPO, $10M to $75M
Fast accredited capital
A closer look at each
Reg CF
Best for
Community rounds, consumer brands, and first raises up to $5M.
Watch-outs
The $5M cap, a 12-month resale lock-up, and disclosure that scales with raise size.
Reg A+ (the “mini-IPO”)
Best for
$10M to $75M raises and pre-IPO momentum, with near-public reach.
Watch-outs
The SEC qualification timeline, audited financials, and ongoing 1-K/1-SA reporting.
Reg D 506(c)
Best for
Fast, unlimited capital from accredited investors at any stage.
Watch-outs
Accredited-only, the verification burden, and restricted securities.
Which should you choose?
A community round
Raising $50K to $5M and want your customers in? Reg CF is the fit.
Scaling to a mini-IPO
Raising $10M to $75M toward an IPO? Reg A+ gives you public reach.
Institutional speed
Raising fast from accredited investors? Reg D 506(c) is lowest-friction.
Can you combine them?
Many companies run more than one exemption. A common setup is a Reg CF round for the community alongside a Reg D sidecar for larger accredited checks. You can’t commingle investors within a single offering, but you can run complementary offerings. See types of offerings for the securities involved. This is educational, not legal advice.
Cost and timeline
Reg CF
Lower upfront cost plus a platform fee. Fastest to launch, in weeks.
Reg A+
Higher upfront cost for audit and legal, and a multi-month runway.
Reg D
Low filing cost, mostly legal-driven, and fast to close.
Frequently asked questions
Which is cheapest?
Reg CF and Reg D usually have the lowest upfront cost; Reg A+ is the most expensive because of audits and legal work.
Which lets non-accredited investors in?
Reg CF and Reg A+ are open to everyone (subject to limits). Reg D 506(c) is accredited-only.
Can I switch exemptions between rounds?
Yes. Companies often start with Reg CF and move to Reg A+ or Reg D as they grow.
Do I need a transfer agent?
Not always. It depends on the raise and how many investors you end up with: for Reg CF, an SEC-registered transfer agent becomes one of the conditions of the 12(g) exemption once your holder count passes the thresholds. See our 12(g) guide.
How long does each take?
Reg CF usually runs 3 to 6 months from onboarding to close. Reg A+ is typically 9 to 12 months, because the offering statement has to be qualified by the SEC before you can sell. Reg D has no SEC review, so you can launch immediately; most raises close within 1 to 3 months, depending on how quickly investors commit.
Which do most startups use?
For community-driven online raises, Reg CF is the most common starting point.
Key takeaways
Reg CF: up to $5M/year from anyone.
Reg A+: up to $75M/year from the public, at mini-IPO cost.
Reg D 506(c): unlimited, fast, accredited-only.
You can run complementary offerings, not commingled ones.
Match the exemption to your raise size, investors, and timeline.
Keep reading
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