Form C filing
File Form C with the SEC before offering securities, including business description, financials, and offering terms.
JOBS Act regulation
Regulation Crowdfunding (Reg CF) Guide
Investment-limit calculations, issuer requirements, and compliance best practices for equity crowdfunding offerings under SEC Regulation Crowdfunding.
Key takeaways
- Reg CF allows companies to raise up to $5 million in a 12-month period from both accredited and non-accredited investors.
- Investment limits apply to non-accredited investors based on income and net-worth calculations.
- All offerings must be conducted through an SEC-registered funding portal or broker-dealer.
- Issuers must file Form C with the SEC and provide ongoing disclosure.
Show me the regulation
The exact citation, snapshot fields, retention period, and OMINEX events that satisfy each rule covered in this guide.
Each panel below is the full structured detail for a regulation referenced in this guide — drawn from the OMINEX regulation registry. Expand any one to see the citation, what it requires in plain language, what fields the examiner reads from the snapshot, the retention period, and the specific OMINEX event types that produce the evidence.
What is Regulation Crowdfunding?
Regulation Crowdfunding (Reg CF) is a securities exemption created by Title III of the JOBS Act, effective May 2016. It allows private companies to raise capital from both accredited and non-accredited investors through SEC-registered funding portals.
As of March 2021, companies can raise up to $5 million in a 12-month period under Reg CF. This exemption democratizes access to startup investing while protecting non-accredited investors through investment limits based on their financial situation.
Unlike traditional private placements, Reg CF allows general solicitation and public marketing of offerings, making it an attractive option for companies seeking to build community around their capital raise.
12-month aggregate limit
Investment limits apply across all Reg CF offerings in a rolling 12-month period. Investors must track their investments across multiple platforms. OMINEX helps platforms verify and track these limits to ensure compliance and create attestation records confirming limit eligibility for each subscription.
Issuer requirements
Funding portal
Conduct offering exclusively through an SEC-registered intermediary (funding portal or broker-dealer).
Financial statements
Provide reviewed financials for offerings $618,000–$1,235,000; audited financials for offerings over $1,235,000.
Ongoing reporting
File annual reports on Form C-AR within 120 days of fiscal year end.
Investment-limit verification
Rely on intermediary to verify investor compliance with investment limits.
Advertising restrictions
May advertise but must direct investors to the funding portal for investment.
Investment-limit scenarios
| Investor profile | Calculation and limit |
|---|---|
| Annual income OR net worth < $124,000 | Greater of $2,500 OR 5% of the lesser of annual income or net worth. Example: $80k income / $50k net worth → max $2,500. |
| Annual income AND net worth ≥ $124,000 | 10% of the lesser of annual income or net worth, capped at $124,000. Example: $150k income / $200k net worth → max $15,000. |
| Accredited investors | No limit under Reg CF rules (issuer may set caps). Verified accredited status removes the cap. |
Frequently asked questions
From rule to operating fit
This rule is one part of the broader digital asset compliance picture your team still has to prove in front of buyers, auditors, and regulators.
The mandate map shows where verification and recordkeeping requirements already apply across digital assets, tokenized capital markets, and related infrastructure. The business case explains how OMINEX helps teams reduce manual proof gathering, answer diligence faster, and move deals forward with less operational drag.
Originally published November 2024 · Last reviewed April 2025