July 20, 2026

What Are the Offering Requirements for Reg A+?

Published July 20, 2026 8 min read Reviewed by Mari Luke, Director, GTM Enablement

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What Are the Offering Requirements for Reg A+? A Complete Guide for Issuers

To conduct a Reg A+ offering, a company must file a Form 1-A offering statement with the SEC and have it qualified before accepting any investment, meet the SEC's issuer eligibility rules, prepare an offering circular with specific disclosures, and comply with financial statement and ongoing reporting requirements that vary depending on whether the raise is a Tier 1 or Tier 2 offering.

Reg A+ lets companies raise up to $75 million in a 12-month period under Tier 2, or up to $20 million under Tier 1, from both accredited and non-accredited investors. See our guide on who can invest in Reg A+ for the investor-side rules, this post covers what issuers themselves are required to do.

Core Reg A+ Offering Requirements

Issuer Eligibility

Must be a U.S. or Canadian company, not already an SEC reporting company in most cases, not a blank check company, and not subject to bad actor disqualification.

Form 1-A & SEC Qualification

Companies file an offering statement with the SEC and can't accept investor funds until SEC staff qualify the offering.

Financial Statements

Tier 1 offerings require two years of reviewed financials. Tier 2 offerings require two years of audited financials.

Ongoing Reporting

Tier 2 issuers file annual, semiannual, and current reports after the raise closes. Tier 1 issuers file a single final report.

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Who is eligible to use Reg A+

Not every company qualifies to raise under Reg A+. To be eligible, a company generally must:

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Be organized in and have its principal place of business in the United States or Canada
Not already be an SEC reporting company under the Securities Exchange Act (with limited exceptions)
Not be an investment company registered or required to register under the Investment Company Act
Not be a blank check company with no specific business plan
Not have had its registration revoked under Reg A in the preceding five years
Not be disqualified under the SEC's "bad actor" provisions, which cover certain past securities law violations by the company or its officers, directors, and major shareholders

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These eligibility rules apply to both Tier 1 and Tier 2 offerings. See the full requirements on the SEC's Regulation A page.

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Filing Form 1-A and getting qualified

Every Reg A+ offering starts with a Form 1-A, an offering statement filed with the SEC that includes the offering circular (the disclosure document investors receive), financial statements, and exhibits. Companies can "test the waters," gauging investor interest, both before and after filing, but they can't accept any money from investors until the SEC staff has reviewed the filing and declared it qualified.

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The qualification process typically involves one or more rounds of SEC comments before the offering is cleared to proceed. Once qualified, the company can begin accepting investments, subject to the investment limits described in our guide on who can invest in Reg A+.

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Financial Statement Requirements: Tier 1 vs Tier 2

Tier 1 offerings require two years of financial statements that have been reviewed, not necessarily audited, by an independent accountant.

Tier 2 offerings require two years of financial statements audited by an independent CPA firm under U.S. GAAP, a higher bar that reflects the larger raise size and the absence of state-level review.

This difference is one of the main tradeoffs between the two tiers: Tier 1 avoids the cost of an audit but requires state-by-state registration, while Tier 2 preempts state review but requires audited financials both at qualification and on an ongoing basis. See our full comparison in Reg A Tier 1 vs Tier 2 in 2026.

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What has to be disclosed in the offering circular

The offering circular is the core disclosure document investors receive, and it generally has to cover:

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A description of the business, its properties, and its plan of operations
Risk factors specific to the company and the offering
Use of proceeds, how the company intends to spend the money raised
Information about officers, directors, and significant shareholders
Executive compensation
Related-party transactions
Dilution, how the offering affects existing shareholders' ownership percentage
The financial statements described above

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These requirements exist so that both accredited and non-accredited investors get the information they need to evaluate the investment, even though Reg A+ offerings face a lighter disclosure burden than a traditional S-1 registration.

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State registration: Tier 1 vs Tier 2

Tier 1 issuers must register or qualify their offering with the securities regulator in each state where they plan to sell, in addition to the SEC filing. Many issuers use a coordinated multi-state review process to streamline this, but it still adds time and cost, which is part of why Tier 1 raises are less common.

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Tier 2 issuers are exempt from state registration requirements, states can't require their own qualification, though they can still require notice filings and fees, and state anti-fraud authority still applies. This preemption is one of the main reasons most Reg A+ issuers choose Tier 2. It's also relevant if a company is considering a later exchange listing, since the compliance path is more standardized.

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Ongoing reporting obligations after the offering

Tier 1 issuers have no ongoing SEC reporting requirement beyond a final report on Form 1-Z once the offering is completed or terminated.

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Tier 2 issuers take on ongoing reporting once the offering is qualified:

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Form 1-K, an annual report with updated audited financial statements
Form 1-SA, a semiannual report with reviewed, unaudited financial updates
Form 1-U, a current report filed within four business days of certain major corporate events, such as a change in control or a change of accountant

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This ongoing reporting is lighter than what a fully SEC-reporting public company files, but it's a real, recurring compliance obligation that issuers should budget legal and accounting resources for well before their raise closes, not after. Companies weighing this against a full exchange listing may also want to read Reg A+ and the Secondary Market to understand how liquidity and reporting connect.

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Getting started

Reg A+'s requirements are real, but they're structured to be manageable for growth-stage companies compared to a traditional IPO. See DealMaker's offering types to compare Reg A+ against other raise structures, or learn why founders choose DealMaker to run a compliant Reg A+ offering end to end.

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FAQ

What form does a company file to start a Reg A+ offering?

Companies file Form 1-A, an offering statement that includes the offering circular, financial statements, and required exhibits. The company can't accept investor money until the SEC qualifies the filing.

Does a Reg A+ offering require audited financial statements?

It depends on the tier. Tier 1 offerings require two years of reviewed financial statements. Tier 2 offerings require two years of audited financial statements, both at qualification and on an ongoing basis afterward.

What ongoing reporting does a Reg A+ issuer have to file?

Tier 1 issuers file a single final report (Form 1-Z) once the offering ends. Tier 2 issuers file an annual report (Form 1-K), a semiannual report (Form 1-SA), and current reports (Form 1-U) for material events, on an ongoing basis.

Do Reg A+ issuers need to register with each state?

Tier 1 issuers generally must register or qualify their offering in each state where they plan to sell. Tier 2 issuers are exempt from state registration requirements, though states can still require notice filings and retain anti-fraud authority.

Can any company use Reg A+?

No. Eligible companies must be organized in the U.S. or Canada, generally can't already be an SEC reporting company, can't be a blank check company or registered investment company, and can't be subject to the SEC's bad actor disqualification provisions.

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