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Regulation A

Regulation A Exempt Offering can help structure your Regulation A private placement. provides comprehensive document services that can be used to access equity funding.

The Regulation A program is a SEC exempt offering designed for companies that are looking to raise an aggregate of up to US$5 million or less in equity, debt, or a combination of equity and debit. The Regulation A Exempt Offering is based on existing state and federal exemptions for raising equity capital through the sale of private securities. These exempt stock sales may be employed when banks and other financial institutions are either not available, or require a larger percentage of equity.

The following are qualifications as required by state and federal statutes for use of existing exemptions and by

  • Need US$1 to US$5 million in funding
  • Intrastate transaction (preferred, but not required)
  • Have a structured business plan
  • Been in business for at least three (3) years (not mining, oil and gas)
  • Have good credit
  • Have positive EBITDA
  • GAAP compliant financials
  • Able to be qualified as an issuing broker
  • Have experienced management team

The requirements for companies that will use a Regulation A , in accordance with the conditional small issues exemption from registration under the Securities Act of 1933 [17 CFR 230.251 - 230.263], are:

  • Must have specific business operations, cannot be a “blank check,” development stage with no specific plan or purpose other than a merger, investment company under the Investment Company Act of 1940, or conducting mining, oil or gas exploration and production operations;
    • No minimum security/share price;
    • Financial statements do not need to be audited but must be GAAP compliant;
    • The issuing company must secure a written legal opinion of the offering by counsel;
    • Form 1-A filed with the SEC;
    • “Test the waters” before filing;
    • Twenty (20) days must pass between solicitation statement and first sale of the security;
    • Issuer qualified as an issuing broker in each state in which the security is offered;
    • Registration in each state in which the security is offered;
    • Once approved, seven (7) original copies to be filed with the SEC;
    • Filing fees are required in each state in which the security is offered;
    • The issuing company cannot offer a dividend or transact a stock split for at least two (2) years; and
    • The time frame from start to finish is approximately four (4) to eight (8) months. can help structure your Regulation A private placement.

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