US person (Reg S)
A US person, as defined in Regulation S, is broadly any natural person resident in the United States (plus US-organized entities and certain others), the category that offshore Reg S offerings must exclude to stay exempt from SEC registration.
A US person is a defined category in the securities rules, and getting it right determines who an offshore offering is allowed to sell to. The most important definition sits in Regulation S, Rule 902(k), which Reg S offerings use to decide who they must keep out.
Under that definition, a US person broadly includes:
- any natural person resident in the United States,
- partnerships and corporations organized under US law,
- estates with a US executor and trusts with a US trustee, and
- certain accounts held for the benefit of a US person.
The critical point is that it turns largely on residency, not citizenship. A US citizen genuinely resident abroad may fall outside the definition, while a non-citizen living in the US falls inside it. There are also specific carve-outs and edge cases in the rule.
This matters because a Reg S offering can only be sold to non-US persons in offshore transactions. If US persons buy in, the exemption can be lost. That is why token platforms doing a Reg S raise build residency determination into onboarding - confirming where the investor actually lives, often alongside blocking a restricted jurisdiction.
The definition also feeds the resale restrictions and the Reg S categories, which limit how and when the securities can flow back toward US persons. Classifying a specific investor is fact-dependent.
Source: U.S. SEC (sec.gov), as of 2026.
Mentioned in
- Combining Reg D + Reg S in One Offering
Combining Reg D and Reg S in one offering - how issuers run parallel US and offshore tranches to reach accredited US and non-US investors, and the rules to respect.
- Reg S: Offering Tokens to Non-US Investors
Reg S for issuers - how to offer security tokens to non-US investors without SEC registration, the category rules, the compliance period, and pairing it with Reg D.
- Reg S in Practice: Lessons From a Live Raise
Reg S in practice - lessons from running a live Regulation S raise, from investor screening and US-person look-through to the operational details that actually bite.
- Screening for US Persons Behind Entities
Screening for US persons behind entities in a Reg S offering - why beneficial-owner look-through matters, how to do it, and the risks of relying on surface checks.
- Reg S Explained: Investing as a Non-US Person
Reg S explained for non-US investors: how the exemption lets people outside the US buy tokenized securities, what the categories mean, and the resale rules.
- Reporting RWA Crypto to the IRS
How to report RWA crypto to the IRS - the forms for income and capital gains, what records to keep, the new digital-asset reporting, and common mistakes to avoid.
Educational content, not financial or legal advice.