---
title: "Regulation A+ (Reg A)"
url: "https://www.unknowngravity.com/en/glosario/regulation-a-plus"
site: Unknown Gravity
published: "2026-10-13T13:42:40+00:00"
modified: "2026-10-13T13:42:42+00:00"
language: en-US
description: "Regulation A+ (Reg A) is an SEC exemption that lets U.S. or Canadian companies offer securities to the public, including non-accredited investors, using an offering statement, Form 1-A, that the SEC…"
section: "Home > Regulation A+ (Reg A)"
---

# Regulation A+ (Reg A)

**Regulation A+ (Reg A) is an SEC exemption that lets U.S. or Canadian companies offer securities to the public, including non-accredited investors, using an offering statement, Form 1-A, that the SEC must qualify before any sale.** It has two tiers, Tier 1 and Tier 2, and is set out in 17 CFR 230.251 and following.

- **Tier 1:** up to $20 million in 12 months, of which no more than $6 million may be sold by selling securityholders that are affiliates (230.251(a)(1)).
- **Tier 2:** up to $75 million in 12 months, of which no more than $22.5 million may be sold by selling securityholders that are affiliates (230.251(a)(2)); this has been the limit since March 15, 2021.
- In the issuer's first Regulation A offering and in any offering qualified within one year after that first qualification, sales by selling securityholders cannot exceed 30% of the offering (230.251(a)(3)).

**Limit for non-accredited investors in Tier 2.** A non-accredited investor cannot invest more than 10% of the greater of annual income or net worth; for an entity, of revenue or net assets (230.251(d)(2)(i)(C)). The limit does not apply if the securities are listed on a national securities exchange upon qualification, and the issuer may rely on the purchaser's representation. [Accredited investors](/en/glosario/accredited-investor) are not subject to this limit.

**Who can use it.** Only issuers organized in the U.S. or Canada with their principal place of business there; registered investment companies, companies required to register as such, and BDCs are excluded (230.251(b)). A Spanish company cannot use it directly.

**Testing the waters.** Issuers can gauge interest even before filing Form 1-A, with the required legends, but cannot accept money or commitments until qualification (230.255).

**States.** Tier 2 securities are *covered securities* because they are offered to "qualified purchasers," and the SEC defines that term as any purchaser in a Tier 2 offering (15 U.S.C. 77r(b)(4)(D) and 230.256): states cannot require registration, although they can require notice filings and fees. Tier 1 has no such federal preemption and is subject to each state's rules. Resales are not covered (staff CFI 182.10, formerly a C&DI).

**Tier 2 reporting.** An annual report on Form 1-K (120 days after fiscal year-end), a semiannual report on Form 1-SA (90 days) and current reports on Form 1-U (4 business days) (230.257(b) and the instructions to Forms 1-K, 1-SA and 1-U). Tier 1 issuers file Form 1-Z within 30 days after the offering ends (230.257(a)).

**In tokenization.** Reg A securities are not on Rule 144's list of *restricted securities* (230.144(a)(3)). For Tier 2 holders to be excluded from the Section 12(g) registration threshold, the issuer must, among other conditions (being current in its reports and having a public float below $75 million or, if zero, revenue below $50 million), engage a registered transfer agent (17 CFR 240.12g5-1(a)(7)(iii)). EDGAR shows Tier 2 real estate offerings in which the token is only a "digital courtesy copy" of the transfer agent's records (Tirios Propco Series LLC, offering circular dated December 11, 2025). More in [real estate tokenization in the U.S.](/en/articulos/real-estate-tokenization-united-states) and [asset tokenization in the U.S.](/en/articulos/asset-tokenization-in-the-united-states); alternatives: [Regulation D](/en/glosario/regulation-d) and [Regulation Crowdfunding](/en/glosario/regulation-crowdfunding).

**Official sources:** [17 CFR 230.251](https://www.ecfr.gov/current/title-17/section-230.251); [17 CFR 230.255](https://www.ecfr.gov/current/title-17/section-230.255); [17 CFR 230.256](https://www.ecfr.gov/current/title-17/section-230.256); [17 CFR 230.257](https://www.ecfr.gov/current/title-17/section-230.257); [15 U.S.C. 77r](https://www.govinfo.gov/link/uscode/15/77r?link-type=html); [Tirios offering circular on EDGAR](https://www.sec.gov/Archives/edgar/data/1975188/000147793225008912/tirios_253g2.htm).

*Framework verified as of October 13, 2026.* At Unknown Gravity we build the platform, smart contracts and integrations, working alongside the client's U.S. securities counsel and registered intermediaries. We are not a broker-dealer, transfer agent or law firm. [Talk to us](/en/meeting).