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Regulation A

Regulation A header

Regulation A is an exemption from registration for public offerings. Regulation A has two offering tiers: Tier 1, for offerings of up to $20 million in a 12-month period; and Tier 2, for offerings of up to $75 million in a 12-month period. For offerings of up to $20 million, companies can elect to proceed under the requirements for either Tier 1 or Tier 2.

There are certain basic requirements applicable to both Tier 1 and Tier 2 offerings, including company eligibility requirements, bad actor disqualification provisions, disclosure, and other matters. Additional requirements apply to Tier 2 offerings, including limitations on the amount of money a non-accredited investor may invest in a Tier 2 offering, requirements for audited financial statements and the filing of ongoing reports. Issuers in Tier 2 offerings are not required to register or qualify their offerings with state securities regulators.

Additional Information and Resources

  • Press Release: SEC Provides Additional Temporary Regulatory Relief and Assistance to Market Participants Affected by COVID-19
  • Compliance Guide: Regulation A
  • Press Release: SEC adopts Final Rules to Allow Exchange Act Reporting Companies to Use Regulation A
  • Press Release: SEC Adopts Rules to Facilitate Smaller Companies’ Access to Capital
  • Staff Guidance: Regulation A (Rules 252-263) Compliance and Disclosure Interpretations (Section 182)
  • Investor Bulletin: Regulation A
  • Regulation A+: What Do We Know So Far

Relevant FAQs

  • Do the anti-fraud provisions apply?
  • What is an accredited investor?
  • Do state law requirements apply?
  • What is the process for requesting a waiver of “bad actor” disqualification?

Additional Information and Resources

 
  • Press Release: SEC Harmonizes and Improves “Patchwork” Exempt Offering Framework
  • Compliance Guide: Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets
  • Compliance Guide: Regulation A
  • Staff Report: Regulation A March 2020
  • Press Release: SEC Adopts Final Rules to Allow Exchange Act Reporting Companies to Use Regulation A
  • Press Release: SEC Adopts Rules to Facilitate Smaller Companies’ Access to Capital
  • Staff Guidance: Regulation A (Rules 252-263) Compliance and Disclosure Interpretations (Section 182)
  • Investor Bulletin: Regulation A
  • Regulation A+: What Do We Know So Far
  • Report to Congress on Regulation A / Regulation D Performance

Modified: April 6, 2023

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