| Section 4(a)(2) | Regulation D | Regulation Crowdfunding | Regulation A | Intrastate | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Rule 506(b) | Rule 506(c) | Rule 504 | Tier 1 | Tier 2 | Sec. 3(a)(11) | Rule 147 | Rule 147A | |||
| Offering Limit within a 12-month Period | None | None | None | $5 million | $1.07 million | $20 million | $50 million | None | None | None |
| General Solicitation | No | No | Yes | Permitted in limited circumstances | Permitted with limits on advertising after Form C is filed1 |
Permitted; before qualification, testing the waters permitted before and after the offering statement is filed |
Same as Tier 1 |
Offerees must be in-state residents |
Offerees must be in-state residents |
Yes |
| Issuer Requirements | None | "Bad actor" disqualifications apply | "Bad actor" disqualifications apply | Excludes blank-check, reporting, and investment companies. "Bad actor" disqualifications apply |
Excludes non-US, blank-check, reporting, and investment companies. "Bad actor" disqualifications apply |
US or Canadian issuers. Excludes blank-check, reporting, and investment companies, issuers of certain securities, and certain companies with a Section 12(j) order. |
Same as Tier 1 |
In-state residents "doing business" and incorporated in-state; excludes investment companies |
In-state residents "doing business" and incorporated in-state; excludes investment companies |
In-state residents and "doing business" in-state; excludes investment companies |
| Investor Requirements | Transaction by an issuer not involving any public offering. See SEC v. Ralston Purina Co. |
Unlimited accredited investors. Up to 35 sophisticated but non-accredited investors |
Unlimited accredited investors. Issuer must take reasonable steps to verify that all purchasers are accredited investors |
None | Investment limitations based on annual income and net worth | None | Non-accredited investors subject to investment limits | Offerees and purchasers must be in-state residents |
Offerees and purchasers must be in-state residents |
Purchasers must be in-state residents |
| SEC Filing Requirements | None | Form D. Additional information required for non-accredited investors |
Form D | Form D | Form C, including two years of financial statements that are certified, reviewed or audited, as required. Progress and annual reports | Form 1-A, including two years of financial statements. Exit report | Form 1-A, including two years of audited financial statements. Annual, semi-annual, current, and exit reports |
None | None | None |
| Restrictions on Resale | Yes. Restricted securities | Yes. Restricted securities | Yes. Restricted securities | Yes. Restricted securities except in limited circumstances | 12-month resale limitations | No | No | Securities must come to rest with in-state residents | Yes. Resales within state for six months | Yes. Resales within state for six months |
| Preemption of State Registration or Qualification | No | Yes | Yes | No | Yes | No | Yes | No | No | No |
1 Offering must be conducted on an internet platform through a registered intermediary.
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