EXEMPT PUBLIC OFFERINGS

Regulation A (Reg A+)

Raise capital from the general public, including non-accredited investors, without a full registered offering. Reg A lets smaller companies raise up to $75 million a year. We prepare and file your offering statement and ongoing reports on EDGAR.

We file your Reg A documents

Regulation A is an exemption from registration that lets eligible companies offer securities to the public, including ordinary, non-accredited investors. Expanded by the JOBS Act in 2015 (and often called "Reg A+"), it sits between a private placement and a full IPO.

From the offering statement on Form 1-A through your ongoing annual, semiannual, and current reports, we prepare each EDGAR submission, send you a proof, and file it on your behalf. New to EDGAR? See our Form ID & EDGAR access guide.

Offering statements: Form 1-A (Parts I, II, III), plus draft submissions (DOS) and amendments.
Offering-circular supplements: 253G1 to 253G4 filed accurately and on time.
Ongoing Tier 2 reports: annual 1-K, semiannual 1-SA, current 1-U, exit 1-Z.
Proof before filing: you review and approve everything before it's transmitted.
Get a filing quote

We work alongside your securities counsel and auditors throughout the raise.

Two tiers of offering

Tier 1
up to $20M / 12 months
  • Affiliate resales capped at $6 million
  • No audited-financials requirement
  • No ongoing SEC reporting (only a final 1-Z exit report)
  • Subject to state "blue sky" review (coordinated review available)
Tier 2
up to $75M / 12 months
  • Affiliate resales capped at $22.5 million
  • Audited financial statements required
  • Ongoing reporting: 1-K, 1-SA, 1-U
  • State blue-sky requirements preempted
  • Non-accredited investors limited to 10% of income/net worth
Updated limits: the SEC raised the Tier 2 maximum to $75 million (and affiliate resales to $22.5M) effective in 2021. Older guides citing a "$50 million" cap are out of date.

Who can use Reg A

  • Companies organized in, and with their principal place of business in, the U.S. or Canada
  • Existing SEC-reporting companies (permitted since the 2018 amendments)

Who can't

  • Blank-check companies and those with no specific business plan
  • Registered investment companies and BDCs
  • Issuers of fractional oil, gas, or mineral interests
  • "Bad actor" disqualified issuers

Reg A filing types on EDGAR

Offering statement
  • 1-A: offering statement (Parts I, II, III)
  • DOS / DOS/A: non-public draft & amendments
  • 1-A/A: pre-qualification amendment
  • 1-A POS: post-qualification amendment
  • 1-A-W: withdrawal
Circular supplements
  • 253G1: previously omitted info
  • 253G2: substantive change/addition
  • 253G3: covers both G1 and G2
  • 253G4: info not timely filed
Ongoing reports (Tier 2)
  • 1-K: annual report
  • 1-SA: semiannual report
  • 1-U: current report
  • 1-Z: exit report

Each type also has an amendment (/A) variant. We prepare and submit all of them on EDGAR on your behalf.

Official resources

Rules and SEC systems change; we track these sources so your filings stay current.

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