July 20, 2026

Who Can Invest in Reg A+

Published July 20, 2026 7 min read Reviewed by Mari Luke, Director, GTM Enablement

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Who Can Invest in Reg A+? A Complete Guide to Investor Eligibility

Almost anyone can invest in a Reg A+ offering. Unlike Regulation D, which generally limits participation to accredited investors, Reg A+ was built to open private capital markets to everyday retail investors, not just high-net-worth individuals. There are still rules that govern who can invest and how much, and they differ depending on whether the offering is a Tier 1 or Tier 2 raise.

Reg A+ is an exemption from full SEC registration that lets companies raise up to $75 million in a 12-month period under Tier 2, or up to $20 million under Tier 1, while still selling shares to the public. Learn more about the difference in our Reg A Tier 1 vs Tier 2 guide.

Who Can Invest in Reg A+

Non-Accredited Investors

Retail investors who don't meet the SEC's accredited investor thresholds can still participate, subject to an investment limit in Tier 2 offerings.

Accredited Investors

Investors who meet the SEC's income, net worth, or professional-credential tests face no investment limit under Reg A+.

Tier 1 Investors

Not subject to a federal investment cap, but state securities regulators can impose their own limits since Tier 1 offerings require state-level review.

Tier 2 Investors

State registration is preempted, but non-accredited investors are generally capped at 10% of income or net worth, unless the shares will list on a national exchange.

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Non-accredited investors can participate

This is what sets Reg A+ apart from most private offerings. Under Regulation D, companies raising money through a private placement generally can only sell to accredited investors, people who meet SEC income or net worth thresholds. Reg A+ was designed differently: it lets companies raise capital from the general public, including investors who don't meet those thresholds at all.

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That access is a big part of why Reg A+ has become a common structure for equity crowdfunding raises, companies can build a shareholder base of customers and fans, not just institutional or high-net-worth backers.

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Accredited investors face no investment limit

The SEC defines an accredited investor as an individual who has earned more than $200,000 in each of the prior two years ($300,000 combined with a spouse or partner) and reasonably expects the same in the current year, or who has a net worth over $1 million excluding the value of a primary residence. Certain financial professionals can also qualify through specific licenses, such as a Series 7, 65, or 82, without meeting the income or net worth tests.

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Accredited investors can invest any amount they choose in a Reg A+ offering, the investment limits described below don't apply to them.

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How the 10% Investment Limit Works

In a Tier 2 Reg A+ offering, non-accredited investors are generally limited to investing no more than 10% of the greater of their annual income or net worth (for individuals), or 10% of the greater of annual revenue or net assets (for entities), in a 12-month period. This limit applies per offering, not as a lifetime cap.

For example, an investor with $60,000 in annual income and $40,000 in net worth could invest up to $6,000 (10% of the greater figure) in a given Tier 2 offering.

This limit does not apply if the securities will be listed on a national exchange like Nasdaq or NYSE upon qualification, which is one reason some companies pursue a Reg A+-to-exchange-listing strategy. See the exact rule under 17 CFR 230.251.

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Tier 1 vs Tier 2: how eligibility rules differ

Both tiers are open to non-accredited investors, but the mechanics differ:

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Tier 1 (up to $20 million per 12 months) doesn't carry a federal investment cap, but issuers must register the offering with each state where they're selling, and individual states can impose their own investor protections, including their own investment limits. This is one reason Tier 1 raises are less common than Tier 2.

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Tier 2 (up to $75 million per 12 months) preempts state-level registration, but layers in the 10% federal investment limit for non-accredited investors described above. Read our full breakdown in Reg A Tier 1 vs Tier 2 in 2026: A Complete Guide.

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Can international investors participate?

Reg A+ itself doesn't impose a citizenship or residency requirement on investors under federal securities law. In practice, most issuers choose to limit sales to U.S. and sometimes Canadian residents, since selling securities to investors in other countries can trigger that country's own securities laws, which the issuer would also need to comply with. Whether a specific offering is open to international investors is generally an issuer decision, not a Reg A+ requirement, so it's worth checking the terms of each individual offering.

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Age and legal capacity requirements

Reg A+ doesn't set its own minimum investor age. Instead, ordinary contract law applies: an investor generally needs to be of legal age (18 in most U.S. states) to enter into a binding investment agreement. Some platforms allow custodial accounts for minors, but the account is legally held and managed by an adult custodian.

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What this means if you're considering a Reg A+ raise

Because Reg A+ opens the door to non-accredited retail investors, it's often the structure founders use to convert customers and fans into shareholders. See DealMaker's offering types to compare Reg A+ against other raise structures, or learn why founders choose DealMaker to run a Reg A+ offering.

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FAQ

Do I need to be an accredited investor to invest in Reg A+?

No. Reg A+ is open to non-accredited investors as well as accredited investors, which is one of the main things that distinguishes it from a typical Regulation D private placement.

How much can a non-accredited investor put into a Reg A+ offering?

In a Tier 2 offering, non-accredited investors are generally limited to 10% of the greater of their annual income or net worth (for individuals) per 12-month period, unless the securities will be listed on a national exchange upon qualification. Tier 1 offerings don't carry this federal limit, but individual states can impose their own.

Is there an investment limit for accredited investors in Reg A+?

No. Accredited investors can invest any amount in a Reg A+ offering; the 10% investment limit only applies to non-accredited investors in Tier 2 offerings.

Can non-U.S. residents invest in a Reg A+ offering?

Reg A+ itself doesn't bar international investors under federal securities law, but individual issuers often limit offerings to U.S. (and sometimes Canadian) residents to avoid triggering foreign securities law requirements. Eligibility varies by offering.

What's the difference between Tier 1 and Tier 2 investor rules?

Tier 1 (up to $20 million) has no federal investment cap but requires state-by-state registration, so individual states may impose their own limits. Tier 2 (up to $75 million) preempts state registration but imposes a 10% federal investment limit on non-accredited investors.

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