Regulation CF Crowdfunding Attorneys
The retail crowdfunding exemption: up to $5 million in a rolling 12-month period, raised through a registered intermediary from investors of every kind.
Regulation Crowdfunding lets a private company raise up to $5 million in a 12-month period from the general public, accredited and non-accredited investors alike, through an SEC-registered funding portal or broker-dealer. It is the most accessible public-facing exemption in the federal framework, and also the one where issuers most often stumble on the details: the raise must run through a single registered intermediary, offering communications outside the portal are tightly restricted, investors are subject to individual investment limits, and the offering triggers filing and reporting obligations that begin with Form C and continue after the raise closes.
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. IBL advises issuers through the full Regulation CF lifecycle and, frequently, through the concurrent structures that pair a community round with an accredited Regulation D raise.
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The Regulation CF Framework
Regulation CF is the most procedurally structured of the exempt offering paths; nearly every element runs through rule-specified channels. Exemption selection runs through the firm’s Private Placements & Securities Offerings practice; larger retail raises may fit Regulation A+; post-campaign obligations run through Securities Compliance & Offering Regulation.
The Concurrent-Raise Structure
For many issuers the strongest structure is not Regulation CF alone but a concurrent raise: a Regulation CF round that converts customers and community into investors, run alongside a Rule 506(c) round for accredited investors writing larger checks. Done correctly, the two offerings proceed under separate exemptions with coordinated disclosure. Done casually, communications from one round can contaminate the other’s exemption. IBL structures the pairing before either round launches.
The Rolling Cap
Regulation CF permits up to $5 million in a rolling 12-month period. Under SEC staff guidance issued in February 2026, the cap is measured from the date of each closing: amounts drop out of the calculation only as each closing reaches its own one-year anniversary, a tracking obligation for issuers running staged or multiple closings.
Single Intermediary and Platform
Every Reg CF offering is conducted through a single intermediary (a registered funding portal or broker-dealer) whose platform hosts the offering materials, investor communications channel, and transaction flow. Intermediary selection and the platform agreement are part of the offering’s legal architecture, not vendor procurement.
Form C and Financial Statements
The offering document is the Form C: business description, use of proceeds, ownership and capital structure, related-party transactions, risk factors, and financial statements whose required assurance level (issuer-certified, reviewed, or audited) scales with the size of the raise and the issuer’s history. Material changes during the campaign are disclosed by amendment, with investor reconfirmation where required.
Communications and Investor Limits
Outside the portal, advertising the offering’s terms is limited to tombstone-style notices directing investors to the intermediary, while the substantive conversation happens on the platform’s channels, where the issuer answers as itself. Accredited investors face no investment cap; non-accredited investors are subject to income- and net-worth-based limits administered by the intermediary. Campaign publicity is reviewed against these rules before it runs, because enthusiasm is the most common source of Reg CF violations.
Post-Raise Obligations
Securities purchased in a Reg CF offering are generally restricted from resale for one year, with limited exceptions. After the campaign, the issuer files progress updates on Form C-U and annual reports on Form C-AR until a termination condition is met: the obligation issuers most often discover late, and the reason the compliance calendar is built at closing.
When IBL Is Engaged as Regulation CF Counsel
The stages below are drawn from the standard scope of the practice; engagement most commonly begins at one of the following points.
Offering Strategy The raise mapped against the rolling cap, prior closings, investor limits, and the exemption alternatives.
Intermediary Coordination Portal selection, platform agreements, and the division of compliance labor documented.
Form C Preparation Disclosure, risk factors, and financial statements at the required assurance level assembled and filed.
Campaign Communications Public statements, tombstone notices, and platform Q&A discipline established before launch.
Closings & Amendments Material-change amendments, reconfirmations, and staged closings administered against the rolling cap.
Post-Campaign Reporting The Form C-AR calendar and resale-restriction guidance stood up at closing.
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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.
They took the time to address all my questions and concerns, ensuring that I felt confident in each decision we made. Their attention to detail and thoroughness were evident in the documents they prepared, which gave me peace of mind knowing that everything was handled properly. What stood out most was their commitment to my vision. They not only provided legal advice but also offered valuable insights into the industry, helping me navigate potential challenges and seize opportunities. Their strategic approach was instrumental in setting up a robust fund structure that aligns with my goals.
Overall, working with IBL was a fantastic experience. They made a complex process manageable and stress-free. If you’re looking to establish a PE fund or need any legal assistance in this area, look no further than IBL Thank you for your outstanding support!”
Jeff from Solar Carbon Credit Fund
Tell Us About Your Matter
Who This Serves
Consumer & Community Brands +
Consumer brands and community-driven companies converting customers into shareholders
First Outside Round +
Startups raising a first outside round without an institutional lead
Concurrent Raises +
Issuers pairing a community round with an accredited Regulation D raise
Mid-Campaign Support +
Companies mid-campaign that need Form C amendments, communications review, or a compliance check before closing
Exemption Comparison +
Founders comparing Regulation CF against Regulation A+ for a public-facing raise
FAQ
01 • Capital Raising How much can a company raise under Regulation CF?
Up to $5 million in a 12-month period, across all Regulation CF offerings by the issuer. Raises above that ceiling point toward Regulation A+ or a concurrent structure pairing Regulation CF with a Regulation D round.
02 • Capital Raising Do I need audited financial statements?
It depends on the offering amount and whether the issuer is a first-time Regulation CF issuer. Smaller offerings may proceed with financial statements certified by the principal executive officer or reviewed by an independent accountant; larger offerings require reviewed or audited statements. The threshold analysis is part of the structuring engagement.
03 • Capital Raising Can I promote my crowdfunding campaign on social media?
Only within strict limits. Off-portal communications are generally restricted to tombstone-style notices that direct investors to the intermediary’s platform, plus communications that do not mention the terms of the offering. Casual promotion is one of the most common Regulation CF compliance failures, so campaign communications should be reviewed before they publish.
04 • Capital Raising What happens after the raise closes?
The issuer files progress updates on Form C-U and annual reports on Form C-AR, continuing until a termination condition is met. Ongoing obligations are lighter than Regulation A+ reporting but they are real, and portals and investors both notice when they are missed.
05 • Capital Raising How do I choose between Regulation CF, Regulation A+, and Regulation D?
The decision turns on how much you are raising, from whom, and how publicly. Regulation D has no dollar limit but restricts the investor base; Regulation CF opens the raise to everyone up to $5 million through a portal; Regulation A+ reaches the public at much larger scale in exchange for SEC qualification and ongoing reporting. Many issuers combine exemptions. The Capital Raising hub maps the full decision framework.
Discuss Your Crowdfunding Offering with Our Team
Lay out your campaign 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 CF 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.