1.1.10. Summary of Registration Exemptions
|
Dollar Limit |
Type of Offering |
Issuer Requirements |
Investor Requirements |
|
|
Reg A |
Tier 1—$20 million Tier 2—$75 million |
Public offering |
U.S. or Canadian companies that are not registered with the SEC Has a legitimate business plan No bad actors involved |
Unlimited number of investors All investors are eligible |
|
Rule 504 |
$10 million |
Private placement |
Non-reporting company U.S. or foreign company No bad actors involved |
Unlimited number of investors All investors are eligible |
|
Rule 506(b) |
Unlimited |
Private placement |
U.S. or foreign company SEC registered or private companies No bad actors involved |
Each non-accredited investor must be sophisticated No more than 35 non-accredited investors Number of accredited investors is unlimited |
|
Rule 506(c) |
Unlimited |
Private placement |
U.S. or foreign company SEC registered or private companies No bad actors involved |
All accredited investors are eligible |
|
Crowdfunding |
$5 million |
Public offering |
U.S. non-reporting company No bad actors Must employ an online funding portal |
Unlimited number of investors Limits on how much a non-accredited investor may inves |