What Is a Form C?
The SEC filing behind every Reg CF raise, what founders put in it, and what investors should read before they invest.
Short answer
A Form C is the disclosure document a company files with the SEC to run a Regulation Crowdfunding raise. It covers the business, the offering terms, financials, use of proceeds, and risks. Founders must file it before accepting any investment, and investors should read it before investing. Companies also file an annual Form C-AR afterward.
What the Form C is
The Form C is the SEC filing that opens a Reg CF offering. A company files it through the registered funding portal running the raise, and it becomes public on the SEC’s EDGAR database.
What’s in a Form C
A Form C tells investors what they need to know before investing. It includes the company’s description and team, the offering terms (how much it’s raising, the security, the price), how it plans to use the money, its financial statements, the ownership and capital structure, and the risks of investing. For investors, it’s the single most important document to read.
When founders file it
A company files its Form C before it can accept any investment. It goes to the SEC through the registered funding portal running the raise. The level of financial detail required scales with how much the company is raising.
The Form C family
Form C/A
Amends a live offering when something material changes.
Form C-U
Reports progress and the results at closing.
Form C-AR
The annual report a company files after the raise, once a year.
Form C-TR
Ends a company’s ongoing reporting obligation.
For investors: how to read a Form C
You can find a company’s Form C on its raise page and on the SEC’s EDGAR database. Read the financials, the use of proceeds, and the risk factors, and check that the pitch matches the filing. Our guide on how to evaluate a startup investment walks through it.
Frequently asked questions
What is a Form C?
The SEC disclosure document a company files to run a Regulation Crowdfunding raise, covering the business, terms, financials, use of proceeds, and risks.
When do you file a Form C?
Before you accept any investment. It’s filed with the SEC through the funding portal running your raise.
What’s the difference between Form C and Form C-AR?
The Form C opens the raise. The Form C-AR is the annual report a company files afterward, once a year. That obligation doesn’t last forever: under Reg CF it ends once the company has filed at least one annual report and has fewer than 300 holders of record, has filed at least three annual reports and has total assets of $10 million or less, registers its securities with the SEC, repurchases all the securities sold in the offering, or liquidates or dissolves.
Where can I find a company’s Form C?
On the company’s raise page and on the SEC’s EDGAR database.
Do I have to update my Form C?
Only if something changes. If there is a material change to the information in your Form C while the offering is live, you file an amendment (Form C/A) and, in some cases, investors have to reconfirm. You also file progress updates (Form C-U) at set milestones. If nothing material changes, no update is required.
Key takeaways
The Form C opens a Reg CF raise.
It holds the business, terms, financials, use of proceeds, and risks.
It’s filed before accepting investment.
The C-AR is the yearly follow-up.
Investors should read it on the raise page or EDGAR.
Educational only. This article is not legal, tax or investment advice. Regulation Crowdfunding is codified at 17 CFR Part 227 and changes over time; confirm current requirements with securities counsel before you rely on them.
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