Regulation A+ Offering Attorneys
The qualified exempt offering: up to $75 million from accredited and non-accredited investors, with SEC qualification and reporting obligations to match.
Regulation A+ is a federal exemption that lets eligible companies raise capital from the general public after the SEC qualifies an offering statement on Form 1-A. Eligible companies can raise up to $20 million (Tier 1) or $75 million (Tier 2) in a 12-month period from accredited and non-accredited investors alike. Industria Business Lawyers LLP operates from offices in Washington, D.C., Miami, and New York, with a nationwide network of counsel attorneys serving clients at the intersection of technology, finance, and regulation, and structures Regulation A+ offerings nationwide. Regulation A+ sits between a private placement and a registered offering: broader reach than Regulation D, lighter obligations than an IPO, and a qualification process that rewards preparation. The engagement covers tier strategy, the Form 1-A offering circular, testing-the-waters communications, the SEC comment process, and the reporting architecture a Tier 2 issuer carries afterward, designed before qualification, because the obligations begin the moment the offering succeeds.
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The Regulation A+ Framework
Regulation A+ is a public-facing exemption administered like a registration in miniature. Exemption selection runs through the firm’s Private Placements & Securities Offerings practice; smaller retail raises may fit Regulation CF; post-qualification reporting runs through Securities Compliance & Offering Regulation.
Tier 1: Up to $20 Million
Tier 1 permits offerings up to $20 million in a 12-month period. Financial statements need not be audited for SEC purposes, but Tier 1 offerings do not preempt state registration, meaning coordinated state-level review in each state where the offering is made, which is why most issuers of any scale choose Tier 2.
Tier 2: Up to $75 Million
Tier 2 permits offerings up to $75 million in a 12-month period, requires audited financial statements and ongoing annual, semiannual, and current reporting, and imposes investment limits on non-accredited investors, but it preempts state registration review, replacing fifty state filings with notice filings. For most companies raising publicly, Tier 2’s preemption is worth its reporting cost.
Eligibility
The exemption is available to U.S. and Canadian issuers that are not SEC-reporting companies, investment companies, or within the rule’s other excluded categories, and Rule 262’s bad-actor provisions apply across covered persons. Eligibility is confirmed before drafting begins, because it is the one defect qualification cannot cure.
Form 1-A and Qualification
The offering statement on Form 1-A (narrative disclosure, financial statements, and exhibits) is filed with the SEC and reviewed through a comment process. The offering may proceed only once the SEC qualifies the statement, which makes the quality of the first filing the main determinant of the calendar.
Testing the Waters
Rule 255 permits soliciting indications of interest before and after filing, subject to required legends and content discipline. Used well, testing the waters answers the demand question before the issuer pays for the full process; used carelessly, it creates communications that follow the offering through review.
Investor Limits and Ongoing Reporting
In Tier 2 offerings, non-accredited investors are generally limited to 10% of the greater of annual income or net worth (entities: revenue or net assets), unless the securities are listed on a national exchange. Tier 2 issuers file annual reports on Form 1-K, semiannual reports on Form 1-SA, and current reports on Form 1-U: a permanent operating obligation, not a closing condition, built during the offering so the first 1-K is an exercise rather than an emergency.
When IBL Is Engaged as Regulation A+ Counsel
The stages below are drawn from the standard scope of the practice; engagement most commonly begins at one of the following points.
Tier & Eligibility Strategy Raise size, investor mix, state-review posture, and reporting appetite mapped to Tier 1 or Tier 2 before drafting begins.
Testing the Waters Interest-solicitation materials drafted with required legends and reviewed for consistency with the eventual circular.
Form 1-A Preparation The offering circular, financial statements, and exhibits assembled as one reviewed disclosure package.
SEC Comment Process Staff comments answered and the statement amended through qualification.
Offering Operations Sales administered against investor limits, with subscription flow and closings documented.
Reporting Architecture The 1-K / 1-SA / 1-U calendar, audit readiness, and disclosure controls stood up before the first period closes.
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From the very beginning, their team demonstrated exceptional expertise and a deep understanding of the complex legal landscape surrounding our Fund.
The attorneys were incredibly responsive, guiding me through every step of the process with clarity and professionalism.
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Tell Us About Your Matter
Who This Serves
Consumer-Facing Companies +
Consumer-facing companies converting customer bases into shareholder bases
Real Estate Platforms +
Real estate platforms and sponsors offering interests to the general public
Growth-Stage Companies +
Growth-stage companies for which a Regulation D raise is too narrow and an IPO premature
Concurrent Structures +
Issuers running concurrent structures, such as an institutional Regulation D round alongside a public Regulation A+ round
Mid-Process Issuers +
Companies mid-process that need counsel through SEC comment rounds or post-qualification reporting
FAQ
01 • Capital Raising How much can a company raise under Regulation A+?
Up to $20 million in a 12-month period under Tier 1, and up to $75 million in a 12-month period under Tier 2. Most offerings of meaningful size are conducted under Tier 2 because it preempts state-by-state registration review.
02 • Capital Raising Can non-accredited investors participate?
Yes. That is the core appeal of Regulation A+. Under Tier 2, non-accredited investors are subject to investment limits tied to their income or net worth unless the securities are listed on a national exchange upon qualification.
03 • Capital Raising How long does SEC qualification take?
It varies with the completeness of the initial filing and the number of comment rounds with SEC staff. The financial statement preparation and audit at Tier 2 is frequently the pacing item, which is why IBL coordinates with the issuer’s auditors from the start of the engagement rather than after drafting.
04 • Capital Raising What is "testing the waters"?
Regulation A+ permits an issuer to solicit indications of interest from the public before and after filing, subject to required legends and communications rules. It lets a company gauge demand before committing to the full qualification process, but the materials used are still subject to the antifraud rules and must be handled as regulated offering communications.
05 • Capital Raising What reporting is required after the offering?
Tier 2 issuers file annual reports on Form 1-K (with audited financials), semiannual reports on Form 1-SA, and current reports on Form 1-U for specified events, continuing until the issuer becomes eligible to suspend reporting. Tier 1 issuers file an exit report on Form 1-Z. These obligations should be budgeted into the decision to use Regulation A+, not discovered after qualification.
Discuss Your Regulation A+ Offering with Our Team
Brief us on your offering plans below, or call (202) 860-1210 to reach IBL’s securities counsel.
This information is provided for general educational purposes and does not constitute legal advice. The availability and suitability of Regulation A+ for any specific offering depends on its particular facts and structure and requires individualized consultation with a qualified attorney. The frameworks summarized here reflect federal law as of August 2026; statutes, regulations, and SEC guidance change frequently.