Regulation A is an exemption from registration for public offerings. Regulation A has two offering tiers: Tier 1, for offerings of up to $20 million in a 12-month period; and Tier 2, for offerings of up to $75 million in a 12-month period. For offerings of up to $20 million, companies can elect to proceed under the requirements for either Tier 1 or Tier 2.
There are certain basic requirements applicable to both Tier 1 and Tier 2 offerings, including company eligibility requirements, bad actor disqualification provisions, disclosure, and other matters. Additional requirements apply to Tier 2 offerings, including limitations on the amount of money a non-accredited investor may invest in a Tier 2 offering, requirements for audited financial statements and the filing of ongoing reports. Issuers in Tier 2 offerings are not required to register or qualify their offerings with state securities regulators.
Additional Information and Resources
- Press Release: SEC Provides Additional Temporary Regulatory Relief and Assistance to Market Participants Affected by COVID-19
- Compliance Guide: Regulation A
- Press Release: SEC adopts Final Rules to Allow Exchange Act Reporting Companies to Use Regulation A
- Press Release: SEC Adopts Rules to Facilitate Smaller Companies’ Access to Capital
- Staff Guidance: Regulation A (Rules 252-263) Compliance and Disclosure Interpretations (Section 182)
- Investor Bulletin: Regulation A
- Regulation A+: What Do We Know So Far
Additional Information and Resources
- Press Release: SEC Harmonizes and Improves “Patchwork” Exempt Offering Framework
- Compliance Guide: Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets
- Compliance Guide: Regulation A
- Staff Report: Regulation A March 2020
- Press Release: SEC Adopts Final Rules to Allow Exchange Act Reporting Companies to Use Regulation A
- Press Release: SEC Adopts Rules to Facilitate Smaller Companies’ Access to Capital
- Staff Guidance: Regulation A (Rules 252-263) Compliance and Disclosure Interpretations (Section 182)
- Investor Bulletin: Regulation A
- Regulation A+: What Do We Know So Far
- Report to Congress on Regulation A / Regulation D Performance
Modified: April 6, 2023