Type of Offering |
Offering Limit within 12-month Period |
General Solicitation |
Issuer Requirements |
Investor Requirements |
SEC Filing or Disclosure Requirements |
Restrictions on Resale |
Preemption of State Registration and Qualification |
---|---|---|---|---|---|---|---|
Section 4(a)(2) |
None |
No |
None |
Transactions by an issuer not involving any public offering. See SEC v. Ralston Purina Co. |
None |
Yes. Restricted securities |
No |
Rule 506(b) of Regulation D |
None |
No |
“Bad actor” disqualifications apply |
Unlimited accredited investors |
Form D |
Yes. Restricted securities |
Yes |
Rule 506(c) of Regulation D |
None |
Yes |
“Bad actor” disqualifications apply |
Unlimited accredited investors |
Form D |
Yes. Restricted securities |
Yes |
Regulation A: Tier 1 |
$20 million |
Permitted; before qualification, testing-the-waters permitted before and after the offering statement is filed |
U.S. or Canadian issuers |
None |
Form 1 A, including two years of financial statements |
No |
No |
Regulation A: Tier 2 |
$75 million |
Non-accredited investors are subject to investment limits based on the greater of annual income and net worth, unless securities will be listed on a national securities exchange |
Form 1 A, including two years of audited financial statements |
No |
Yes |
||
Rule 504 of Regulation D |
$10 million |
Permitted in limited circumstances |
Excludes blank check companies, Exchange Act reporting companies, and investment companies |
None |
Form D |
Yes. Restricted securities except in limited circumstances |
No |
Regulation Crowdfunding; Section 4(a)(6) |
$5 million |
Testing the waters permitted before Form C is filed |
Excludes non-U.S. issuers, blank check companies, Exchange Act reporting companies, and investment companies |
No investment limits for accredited investors |
Form C, including two years of financial statements that are certified, reviewed or audited, as required. |
12-month resale limitations |
Yes |
Intrastate:Section 3(a)(11) |
No federal limit (generally, individual state limits between $1 and $5 million) |
Offerees must be in-state residents |
In-state residents “doing business” and incorporated in-state; excludes registered investment companies |
Offerees and purchasers must be in-state residents |
None |
Securities must come to rest with in-state residents |
No |
Intrastate: Rule 147 |
No federal limit (generally, individual state limits between $1 and $5 million) |
Offerees must be in-state residents |
In-state residents “doing business” and incorporated in-state; excludes registered investment companies |
Offerees and purchasers must be in-state residents |
None |
Yes. Resales must be within state for six months |
No |
Intrastate: Rule 147A |
No federal limit (generally, individual state limits between $1 and $5 million) |
Yes |
In-state residents and “doing business” in-state; excludes registered investment companies |
Purchasers must be in-state residents |
None |
Yes. Resales must be within state for six months |
No |
*For best printing practices choose print to pdf or click here to download a pdf version of the chart.
Modified: April 6, 2023