Regulation CF (crowdfunding)
Regulation CF is the SEC crowdfunding exemption that lets a company raise up to $5 million in a 12-month period from the general public, but only through a single SEC-registered funding portal or broker-dealer.
Regulation CF (Reg CF, for "crowdfunding") is the SEC exemption that lets a company raise a limited amount of money from the general public - including everyday non-accredited investors - over the internet. It was created by Title III of the JOBS Act and is aimed at small, community-driven raises.
The defining rules:
- Cap of $5 million in a rolling 12-month period (raised from about $1.07 million in 2021).
- Through an intermediary only. The offering must run through a single SEC-registered funding portal or a broker-dealer - you cannot sell Reg CF securities directly off your own site.
- Investor limits. Non-accredited investors can only invest up to amounts tied to their income or net worth.
- Disclosure. The issuer files a Form C and provides financial statements scaled to the raise size.
Reg CF sits below Regulation A+ in size and cost, and unlike Regulation D it is explicitly built to include retail investors. For tokenized deals it can be a way to onboard a broad, smaller-check community, but the funding-portal requirement and the hard dollar cap limit how far it scales. The securities also carry a resale holding period. Fit depends on the specifics of the raise.
Source: U.S. SEC (sec.gov), as of 2026.
Mentioned in
- Raise Caps Compared (Reg D, A+, CF)
Raise caps compared across SEC exemptions - how much you can raise under Reg D, Reg A+, and Reg CF, the time windows, and how caps shape your offering choice.
- Reg D vs Reg A+ vs Reg S vs Reg CF
Reg D vs Reg A+ vs Reg S vs Reg CF - the four SEC exemptions for token offerings compared on who can invest, how much you can raise, marketing, and resale.
- Which SEC Exemption Fits Your Raise?
Which SEC exemption fits your raise? A decision guide for issuers - matching Reg D, Reg A+, Reg S, or Reg CF to your investors, raise size, and marketing plan.
Educational content, not financial or legal advice.