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The Form C
What It Is, Why It Matters, and What Founders Need to Know for Regulation Crowdfunding
Mar 15, 2023
If you’re considering raising capital through Regulation Crowdfunding (Reg CF), you’ve likely heard the term Form C come up again and again.
So what exactly is Form C?
In short: it’s the foundational legal document that makes your crowdfunding campaign official in the eyes of the SEC — and the investing public.
In this post, we’ll break down:
What Form C is
Why it’s required
What information it includes
What founders and investors should understand about it
What Is Form C?
Form C is the disclosure document that a company must file with the U.S. Securities and Exchange Commission (SEC) to launch a Regulation Crowdfunding offering. It contains critical information about your business, your fundraising terms, and your financial condition.
Once filed and accepted, your offering becomes live and legally compliant, allowing you to begin accepting investments from the public.
Why Is It Required?
Form C exists to protect investors and promote transparency. Because Reg CF allows non-accredited investors to participate, the SEC requires that companies disclose enough information for the public to make informed decisions.
It ensures:
The company is real and registered
Financials are disclosed
The terms of the offering are clear
Investors know the risks
What’s Included in Form C?
Form C covers a wide range of information — some of it legal, some financial, and some strategic. Here’s a high-level breakdown of what founders need to prepare:
1. Company Information
Legal name, structure, and address
Website and social media
Business description
2. Offering Details
Amount you’re raising (minimum and maximum)
Type of security (equity, SAFE, convertible note, etc.)
Price per share or valuation cap
Use of proceeds (how you’ll use the money)
Deadline to invest
3. Ownership & Capital Structure
Existing shareholders
Capitalization table
Rights of the security offered
4. Financial Disclosures
Two years of GAAP financials (or since inception if newer)
Reviewed or certified by an accountant (depending on how much you're raising):
<$124K – Certified by officer
$124K–$1.235M – Reviewed by independent CPA
$1.235M–$5M – audited by an independent CPA (depending on prior raises)
5. Risk Factors
A list of potential risks that could affect your business or offering
These should be realistic and honest — not boilerplate
6. Team Members
Names, roles, and business experience of directors and officers
Prior criminal or regulatory disclosures, if applicable
7. Deal Marketing
Any planned advertising or solicitation methods
Media used to promote the raise
8. Related Party Transactions
Any business the company has conducted with founders, board members, or their affiliates
When Do You File Form C?
You must file Form C before your campaign goes live and starts accepting investments. Once filed, it will appear on the EDGAR database (SEC’s online system) and is also hosted on your crowdfunding platform’s site.
If anything changes during your raise (e.g., updated financials, extended deadlines, material business changes), you must file:
Form C/A (amendment)
Form C-U (progress update)
Form C-AR (annual report)
What Founders Should Know
It’s legally binding. Everything you disclose must be accurate — misleading investors can result in liability.
Work with professionals. Legal counsel, accountants, and your crowdfunding platform will help you get it right.
Budget time and money. Preparing and filing Form C takes time, especially if you need CPA-reviewed financials.
It builds trust. A clean, thorough Form C builds investor confidence and signals that you’re serious.
Final Thoughts
Form C isn’t just a formality — it’s the legal and ethical foundation of a Regulation Crowdfunding raise. Whether you’re a founder preparing to file or an investor reviewing one, understanding Form C is essential to navigating the crowdfunding landscape responsibly.
At Highlander AI, we guide founders step-by-step through Form C preparation and ensure investors have full access to every detail before they invest.
