A company selling securities under Regulation CF is required to prepare an offering document, and must file the offering document and information about it with the SEC on Form C. The Form C must be filed with the SEC’s EDGAR system. This filing does not require a great amount of technical expertise, but many issuers hire a third-party to make this filing.

The instructions to Form C indicate the information that an issuer must disclose, including:

  • information about officers, directors, and owners of 20 percent or more of the issuer;
  • a description of the issuer’s business and the use of proceeds from the offering;
  • the price to the public of the securities or the method for determining the price,
  • the target offering amount and the deadline to reach the target offering amount,
  • whether the issuer will accept investments in excess of the target offering amount;
  • certain related-party transactions; and
  • a discussion of the issuer’s financial condition and financial statements.


If $100,000 is being offered, the financial statements that included with the offering document do not need to be reviewed or audited. However, if the company is offering more than $100,000, or it is offering more than $500,000 and this is its first Regulation CF offering, the financial statements do not need to be audited by an independent auditor. A review of the of the financial statements is sufficient. Those companies which are making a second or subsequent offering under Regulation CF are required to include audited financial statements if they are offering more than $500,000 in the offering.

Both a review and audit require that the independent accounting firm undertake certain procedures. However, the scope, and therefore the cost and time, of a review is significantly less than an audit.

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