What is Regulation A?
- Definition
- Regulation A is an SEC exemption that allows both accredited and non-accredited investors to participate in certain securities offerings.
It has become an important tool for private companies and real estate platforms seeking to raise capital from a broad investor base while maintaining more control over the process than a full public offering. From an investor perspective, Regulation A offerings provide access to private investment opportunities without requiring accredited investor status, while still benefiting from SEC oversight.
The regulation is structured in two tiers with different offering limits and regulatory requirements.Tier 1 offerings can raise up to $20 million within a 12-month period and require state-by-state registration. Tier 2 offerings can raise up to $75 million within a 12-month period and benefit from federal preemption — once the SEC qualifies a Tier 2 offering, it can be offered in all 50 states without individual state registration. Tier 2 is commonly referred to as "Regulation A+" and was introduced in 2012 as part of the JOBS Act. Both tiers require an offering statement to be filed with and reviewed by the SEC.
