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Type of OfferingOffering Limit
within 12-month
Period		General SolicitationIssuer RequirementsInvestor
Requirements		SEC Filing
Requirements		Restrictions
on Resale		Preemption of
State Registration
and Qualification
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Section 4(a)(2)NoneNoNoneTransactions by an
issuer not involving
any public offering.
See SEC v. Ralston
Purina Co.		NoneYes. Restricted securitiesNo
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17 CFR
230.506(b)
(“Rule 506(b)”
of
Regulation D)		NoneNo“Bad actor” disqualifications applyUnlimited accredited investors Up to 35 sophisticated but non-accredited investors in a 90-day period17 CFR 239.500 (“Form D”)Yes. Restricted securitiesYes
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17 CFR 230.506(c) (“Rule 506(c)”) of Regulation DNoneYes“Bad actor” disqualifications applyUnlimited accredited investors Issuer must take reasonable steps to verify that all purchasers are accredited investors*Form DYes. Restricted securitiesYes
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Regulation A: Tier 1$20 millionPermitted; before qualification, testing the waters permitted before and after the offering statement is filedU.S. or Canadian issuers

Excludes blank check companies, registered investment companies, business development companies, issuers of certain securities, certain
issuers subject to a Section 12(j) order, and Regulation A and Exchange Act reporting companies that have not filed certain required reports.

“Bad actor”
disqualifications apply*

No asset-backed securities.		NoneForm 1-A, including two years of financial statements Exit reportNoNo
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Regulation A: Tier 2$75 millionNon-accredited
investors are subject to
investment limits
based on the greater of
annual income and net
worth, unless securities
will be listed on a
national securities
exchange		Form 1-A, including two years of audited financial statements Annual, semi-annual, current, and exit reportsNoYes
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Rule 504 of Regulation D$10 millionPermitted in limited circumstancesExcludes blank check companies, Exchange Act reporting companies, and investment companies “Bad actor” disqualifications applyNoneForm DYes. Restricted securities except in limited circumstancesNo
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Regulation Crowdfunding; Section 4(a)(6)$5 millionTesting the waters permitted before Form C is filed Permitted with limits on advertising after Form C is filed Offering must be conducted on an internet platform through a registered intermediaryExcludes non-U.S. issuers, blank check companies, Exchange Act reporting companies, and investment companies “Bad actor” disqualifications applyNo investment limits for accredited investors Non-accredited investors are subject to investment limits based on the greater of annual income and net worthForm C, including two years of financial statements that are certified, reviewed or audited, as required Progress and annual reports12-month resale limitationsYes
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Intrastate: Section 3(a)(11)No Federal limit (generally, individual State limits between $1 and $5 million)Offerees must be instate residents.In-state residents “doing business” and incorporated in-state; excludes registered investment companiesOfferees and purchasers must be instate residentsNoneSecurities must come to rest with in-state residentsNo
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Intrastate: Rule 147No Federal limit (generally, individual State limits between $1 and $5 million)Offerees must be instate residents.In-state residents “doing business” and incorporated in-state; excludes registered investment companiesOfferees and purchasers must be instate residentsNoneYes. Resales must be within State for six monthsNo
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Intrastate: Rule 147ANo Federal limit (generally, individual State limits between $1 and $5 million)YesIn-state residents and “doing business” instate; excludes registered investment companiesPurchasers must be instate residentsNoneYes. Resales must be within State for six monthsNo
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Source: https://www.sec.gov/rules/final/2020/33-10844.pdf
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