Reg D 506(b) is the default for angel and VC rounds: no cap, accredited investors, no public advertising. Reg D 506(c) allows advertising but only verified accredited investors. Reg CF lets anyone invest, up to $5M a year, through a registered portal. Reg A+ allows up to $75M from the public but costs far more. Choose by investor type, amount and how public you want to be.
- Reg CF: up to $5M per 12 months, open to non-accredited investors with limits, must use a registered portal or broker-dealer.
- Reg D 506(b): no cap, accredited investors (plus up to 35 sophisticated non-accredited), no general solicitation.
- Reg D 506(c): no cap, general solicitation allowed, all purchasers verified accredited.
- Reg A+ Tier 2: up to $75M, SEC qualification, audited financials and ongoing reports.
- Reg CF and Reg A require US-organised issuers (Reg A also Canadian); Reg D does not.
How do they compare?
| Reg CF | Reg D 506(b) | Reg D 506(c) | Reg A+ Tier 2 | |
|---|---|---|---|---|
| Max per 12 months | $5M | No limit | No limit | $75M |
| Who can invest | Anyone (non-accredited with limits) | Accredited (+ up to 35 sophisticated) | Verified accredited only | Anyone (non-accredited with limits unless listed) |
| Public advertising | Limited; via the portal | No | Yes | Yes, with rules |
| Intermediary | Registered portal or broker-dealer required | Not required | Not required | Not required (often used) |
| Disclosure | Form C, financials by size | Form D notice | Form D notice | Offering circular, audited financials |
| Ongoing reporting | Annual report | None to the SEC | None to the SEC | Semi-annual and annual |
| Typical cost | Low tens of thousands plus portal fee | Legal only | Legal plus verification | Six figures and up |
When does each one fit?
- 506(b): you are raising from angels and funds you can reach privately. This covers most pre-seed and seed rounds.
- 506(c): you want to talk about your raise publicly, and your investors are accredited and willing to be verified. See accredited investor verification.
- Reg CF: you have a community or customer base that wants to invest small amounts. See Regulation Crowdfunding, ten years in and what a Reg CF raise really costs.
- Reg A+: you are raising a large amount from the public and can afford audited financials and an offering circular.
Can you combine them?
Yes. Running a Reg CF round alongside a 506(b) or 506(c) round is common, but integration rules decide what you may say to whom. See crowd and VCs in the same round.
What about European founders?
Reg CF requires a US-organised issuer. A German company would need a Delaware parent or could use the EU crowdfunding regime instead: raising under ECSPR as a founder.
What are the investor limits under Reg CF?
| Investor | 12-month limit across all Reg CF offerings |
|---|---|
| Accredited | No limit |
| Non-accredited, income or net worth below $124,000 | Greater of $2,500 or 5% of the greater of income or net worth |
| Non-accredited, both income and net worth at least $124,000 | 10% of the greater of income or net worth, up to $124,000 |
What does a decision tree look like?
- Are your investors mainly accredited angels and funds you can reach privately? → 506(b).
- Do you want to market the round publicly to accredited investors? → 506(c), with verification.
- Do you want your users or community to invest, and need less than $5M this year? → Reg CF, possibly alongside Reg D.
- Do you need more than $5M from the public and can afford audited financials? → Reg A+.
- Is your company not organised in the US? → Reg D may still work; Reg CF does not. Consider a flip or the EU route.
What filings follow each one?
- Reg D: Form D within 15 days after the first sale, plus state notice filings.
- Reg CF: Form C before the offering, progress updates, and annual reports afterwards.
- Reg A+: offering statement qualified by the SEC; Tier 2 ongoing reports.
Frequently asked questions
What is the difference between Reg CF and Reg D?
Reg CF lets anyone invest small amounts through a registered portal, up to $5M a year. Reg D has no cap but is mainly limited to accredited investors, and 506(b) prohibits public advertising.
Can non-accredited investors invest under Reg D?
Under 506(b), up to 35 sophisticated non-accredited investors may participate, with additional disclosure requirements. Under 506(c), only accredited investors may purchase.
How much can you raise under Reg A+?
Up to $75M in 12 months under Tier 2 and up to $20M under Tier 1.
Which exemption do most startups use?
Rule 506(b) of Regulation D is the most common for angel and venture rounds.
Let investors find what you're building.
OBridge is an early-access discovery network for founders and investors. Post your build, share your progress, and let verified investors mark you Investable — a private, no-amount signal of interest, not an offer or a commitment.
Join the waitlist →Sources and further reading. SEC, Exempt offerings overview; SEC, Regulation Crowdfunding; SEC, Rule 506(c); 17 CFR Part 227.
Educational material, not legal, tax or investment advice. Rules and figures change; confirm with qualified counsel or a tax adviser in your jurisdiction before acting. Last updated October 6, 2026.