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Who Can Invest in Reg CF? A Complete Guide to Investor Eligibility for Reg CF Offerings

Almost anyone can invest in a Reg CF offering. Unlike Regulation D, which generally limits participation to accredited investors, Reg CF was built specifically to let companies raise money from the general public, non-accredited investors included, not just high-net-worth individuals. There are still rules governing who can invest and how much, based on an investor's income and net worth.

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Reg CF lets companies raise up to $5 million in a 12-month period. See our guide on What Are the Offering Requirements for Reg CF? for the issuer-side rules, this post covers who's allowed to invest in Reg CF offerings and how much.

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Who Can Invest in Reg CF

Non-Accredited Investors

Can invest in Reg CF offerings, subject to a limit based on annual income and net worth.

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Accredited Investors

Face no investment limit under Reg CF, and can invest any amount they choose.

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Investment Limit Calculation

Based on the greater of annual income or net worth, using a two-part SEC formula described below.

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Aggregate Cap

No more than $124,000 total across all Reg CF investments combined, in any 12-month period.

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Non-accredited investors can participate

This is what sets Reg CF apart from a typical private placement. Under Regulation D, companies generally can only sell to accredited investors, people who meet SEC income or net worth thresholds. Reg CF 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 central to why Reg CF has become the standard structure for community and customer-funded raises, letting companies build a base of investors who are also fans and customers, 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 CF offering. The investment limits described below only apply to non-accredited investors.

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How the non-accredited investor limit works

Non-accredited investors are limited in how much they can invest across all Reg CF offerings combined in a rolling 12-month period, not per individual offering:

• If your annual income or net worth is less than $124,000, your limit is the greater of $2,500 or 5% of the greater of your annual income or net worth
• If both your annual income and net worth are $124,000 or more, your limit is 10% of the greater figure
• Regardless of income or net worth, the total amount you can invest across all Reg CF offerings in any 12-month period is capped at $124,000

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Spouses are allowed to calculate their net worth and annual income jointly.

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How Reg CF's investor rules compare to Reg A+ and Reg D

Reg D, under its most commonly used rules, is generally restricted to accredited investors only. Reg A+ opens to non-accredited investors too, but caps them differently: 10% of income or net worth per offering under Tier 2, with no federal cap under Tier 1 (though states can impose their own). Reg CF applies its own combined formula across all Reg CF offerings, not per offering, capped at $124,000 total in any 12-month period.

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For the full side-by-side comparison, see Reg A vs Reg D vs Reg CF.

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Can international investors participate?

Reg CF itself doesn't impose a citizenship or residency requirement on investors under federal securities law. In practice, most issuers and funding portals choose to limit sales to U.S. 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.

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Whether a specific offering is open to international investors is generally a decision made by the issuer and its funding portal, not a Reg CF requirement, so it's worth checking the terms of each individual offering.

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Age and legal capacity requirements

Reg CF 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 CF raise

Because Reg CF 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 CF against other raise structures, or learn why founders choose DealMaker to run a Reg CF offering.

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