Regulation Crowdfunding (Reg CF)

Regulation Crowdfunding (Reg CF) is the SEC exemption that lets a U.S. company raise up to $5 million in 12 months from any investor, through a single registered intermediary: a broker-dealer or a funding portal (17 CFR 227.100). It implements Section 4(a)(6) of the Securities Act and allows small investments from non-accredited investors.

Investor limits. Accredited investors have had no limit since March 15, 2021. For non-accredited investors, counting all their Reg CF investments over 12 months (227.100(a)(2)):

• if either annual income or net worth is below $124,000: the greater of $2,500 or 5% of the greater of the two;
• if both are $124,000 or more: 10% of the greater of the two, capped at $124,000.

These are the inflation-adjusted amounts in force since September 20, 2022.

Who can issue. Only companies organized in the U.S.; reporting companies, investment companies and entities excluded under sections 3(b) and 3(c) of the Investment Company Act are not eligible (227.100(b)), so a fund relying on 3(c)(1) or 3(c)(7) cannot use it. Each offering runs on a single platform.

The funding portal. It registers with the SEC on Form Funding Portal and must be a member of a national securities association (227.300(a) and 227.400). It cannot offer advice or recommendations, solicit purchases or sales, pay compensation for that solicitation or based on the sales on its platform, or hold investor funds or securities (227.300(c)(2)).

Form C and resale. The issuer files Form C (227.203(a)(1)), updates it (Form C-U) within 5 business days of reaching 50% and 100% of the target, unless the platform posts frequent progress updates (227.203(a)(3)), and files an annual report (Form C-AR) within 120 days after fiscal year-end (227.203(b)(1)). The securities cannot be transferred for 1 year, except to the issuer, to an accredited investor, in a registered offering, to a family member or a trust of the purchaser or of a family member, or in connection with death or divorce (227.501(a)). States cannot require registration (15 U.S.C. 77r(b)(4)(C)).

In tokenization. For Reg CF holders to be excluded from the Section 12(g) registration threshold, the issuer must, in addition to being current in its annual reports and having total assets of no more than $25 million, engage a registered transfer agent (17 CFR 240.12g-6(a)(3)). An example on EDGAR: United States Property Inc. offered under Reg CF common shares convertible 1:1 into a token on Ethereum, through the funding portal OpenDeal Portal LLC (Form C dated March 15, 2024). More in real estate tokenization in the U.S. and asset tokenization in the U.S.; for larger amounts, Regulation A+ or Regulation D.

Official sources: 17 CFR 227.100; 17 CFR 227.300; 17 CFR 227.203; 17 CFR 227.501; 15 U.S.C. 77r; United States Property Form C on EDGAR.

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 funding portal or broker-dealer: we work with the client's registered intermediary. Talk to us.