Regulation A Vs. Regulation D Investors.

If you are involved in the private placement equity crowdfunding world, you may have actually seen the terms “Reg A” and “Reg D” used on occasion.

Reg and Reg D, short for “Regulation A” and “Regulation D”.

These kinds of offerings are unique SEC exemptions if you are a private businesses trying to raise funds from investors. Here’s what you need to know that sets Reg A and Reg D offerings apart from your other routine fundraising. Both regulations permit your business to bypass having to register your stock with the SEC. This translates to less documentation, less time, and less expense for you as the Issuer.

Issuers like this since you do not need to go through all sorts of legal procedures compared to an Initial Purchase Offering (IPO). This can help you gauge investor interest without paying too much on marketing and legal costs before you decide to go public.

If you are a company seeking to launch Reg A and Reg D offerings you are still required to sign up the offering itself with the SEC and get approval. Therefore they carry less risk than any other equity financing.

There are favorable factors if you are a private company to opt for a Reg A placement to raise capital instead of a more “standard” method. Reg A is more favorable in a seed round with investors. In other words, Reg A and Reg D offerings are just private equity offerings under a different name.

What’s the Difference Between Reg A and Reg D?

There is a great deal of guidelines that distinguish the two. However from an Issuers viewpoint. Here’s what matters to you.:

Reg A Offerings 

Are capped at $75 million.
Under $20 million, investors don’t need to be accredited to take part.
Between $20-75 million, non-accredited investors can still take part, (but their optimum allocation is capped based upon the higher of 10% of their net income or 10% of their net worth).
accredited investors are not capped.
So, even if you’re not an accredited investor, Reg A offerings can still be a fantastic way for you to get access to the advantages associated with a equity financing.

Reg D Offerings:

Are normally just available to accredited investors. Technically, you can allow 35 non-accredited can invest. But the additional expense and hassle generally makes it not rewarding for your company to include non-accredited investors in their Reg D. That’s why it’s best for you to consider Reg D offerings as only being offered to accredited investors.

Reg A+ Offerings:

Now if you’ve been around the personal placement block, you may likewise have seen the term “Reg A+” thrown around. This happened as the result of a modification that the SEC made to the Reg A guidelines in 2015.

This new expansion to the original Reg A guidelines is what’s known as Reg A+. So despite whether your company reveals their new placement as a Reg A or Reg A+ offering … it’s still the very same thing.


FintechMerchantAccounts is one of the leading payment platforms for equity based crowdfunding. We can integrate your offering with our “Invest Now” and “Reserve Shares” button. This will allow you with the ability to easily accept funds from your investors. If you are in the process of raising capital contact us to learn about our solution at 617-918-7235.

Regulation A Offerings

Regulation A Offerings

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