Reg D vs Reg S vs Reg CF vs Reg A+
The exemption you raise under decides who can invest, how you can market, how much you can raise, and what you must disclose. Here are the main US options, side by side.
| Who can invest | General solicitation | Raise limit (12 mo) | Ongoing reporting | Resale | |
|---|---|---|---|---|---|
| Reg D · 506(b) | Accredited, plus up to 35 sophisticated non-accredited | Not allowed | Unlimited | Form D; limited | Restricted — holding period |
| Reg D · 506(c) | Accredited only, verified | Allowed | Unlimited | Form D; limited | Restricted — holding period |
| Reg S | Non-US persons, offshore | No directed selling into the US | No cap | Per home jurisdiction | Distribution-compliance period |
| Reg CF | Everyone (per-investor limits) | Via a registered portal / broker | Up to ~$5M | Annual reports | 12-month holding (limited exceptions) |
| Reg A+ · Tier 2 | Everyone (non-accredited limits) | Allowed; testing-the-waters | Up to ~$75M | Audited + ongoing | Generally freely transferable |
Figures are current as of 2026; the SEC adjusts these thresholds periodically. This is general information, not legal advice — confirm current limits and your eligibility with securities counsel. See Legal & disclosures.
Related:how Stobox Raisable runs a compliant raise ·tokenization vs traditional fundraising ·glossary
Questions, answered
Which exemption is right for my raise?
It depends on who you want to raise from, how much, and where. Reg D reaches accredited investors quickly; Reg CF and Reg A+ open the raise to the general public with caps and disclosure; Reg S covers investors outside the US. Most cross-border raises combine two (e.g. Reg D + Reg S). Confirm the fit with securities counsel.
Can I use more than one exemption at once?
Yes — combining exemptions is common, for example Reg D 506(c) for US accredited investors alongside Reg S for non-US investors in the same offering. The rules of each still apply to their respective investors.
Does tokenizing the security change which exemption applies?
No. A tokenized security is still a security, raised under the same exemptions as any other offering. Tokenization changes the record, settlement, and transfer mechanics — not the securities law.
Not sure which fits?
Stobox Raisable builds a broker-acceptance-grade offering under the right framework — for a flat fee, never a percentage of your raise.
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