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Overview of Capital-Raising Exemptions*

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 

Up to 35 sophisticated but non-accredited investors in a 90 day period

Form D

Financial statement requirements for non-accredited investors consistent with Regulation A

Yes. Restricted securities

Yes

Rule 506(c) of Regulation D

None

Yes

“Bad actor” disqualifications apply

Unlimited accredited investors

Issuer must take reasonable steps to verify that all purchasers are 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

Excludes blank check companies, registered investment companies, business development companies, issuers of certain securities, certain issuers subject to a Section 12(j) order, and Regulation A and reporting issuers that have not filed certain required reports

“Bad actor” disqualifications apply

No asset-backed securities

None

Form 1 A, including two years of financial statements

Exit report

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

Annual, semi-annual, current, and exit reports

No

Yes

Rule 504 of Regulation D

$10 million

Permitted in limited circumstances

Excludes blank check companies, Exchange Act reporting companies, and investment companies

“Bad actor” disqualifications apply

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

Permitted with limits on advertising after Form C is filed

Offering must be conducted on an internet platform through a registered intermediary 

Excludes non-U.S. issuers, blank check companies, Exchange Act reporting companies, and investment companies

“Bad actor” disqualifications apply

No investment limits for accredited investors

Non-accredited investors are subject to investment limits based on the greater of annual income and net worth

Form C, including two years of financial statements that are certified, reviewed or audited, as required.

Progress and annual reports

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.

* All offers and sales of securities in the U.S. must be registered with the SEC or conducted pursuant to a federal exemption from registration. This chart provides a summary of certain exemptions and related requirements contained in the Commission’s rules and regulations; it is not a substitute for the rules and regulations.
 

Modified: April 28, 2022

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