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.
"Bad actor" disqualifications apply

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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* This is only a summary of certain requirements contained in the Commission’s rules and regulations; it is not a substitute for the rules and regulations.