Four SEC exemptions cover almost every tokenized raise, and they differ on four axes: who can invest, how much you can raise, whether you can market publicly, and how tokens can resell. Regulation D is the private-placement default. Reg A+ is a public "mini-IPO." Reg S covers offshore, non-US investors. Reg CF is public crowdfunding with a low cap. Choosing between them is the single most consequential decision in structuring your offering.

Key takeaways

• Regulation D: mainly accredited investors, unlimited raise, private - the common default.
• Reg A+: public and non-accredited investors, up to $75M, but SEC qualification and reporting.
• Reg S: offshore sales to non-US investors, often paired with Reg D.
• Reg CF: public crowdfunding up to $5M via a registered portal, open to all.

The four axes that matter

Every exemption answers the same four questions differently: who is eligible (accredited only, or the public), how much you can raise (a cap or none), whether you can use general solicitation (market openly), and how soon tokens can be resold.

Match those four answers to your raise, and the right exemption usually becomes obvious. The spokes in this cluster take each axis in turn.

The four exemptions at a glance

Regulation D is the workhorse: unlimited raise, mostly accredited investors, private (or public under 506(c) with verification). Reg A+ reaches the public up to $75M but needs SEC qualification and ongoing reporting. Reg S sells offshore to non-US persons with no cap. Reg CF crowdfunds up to $5M from anyone, through a registered portal.

How to read the table

No exemption is "best" - each optimizes for a different raise. Reg D favors speed and large accredited raises. Reg A+ favors public reach at the cost of process. Reg S favors international investors. Reg CF favors small, community raises.

Many tokenized deals combine two - a Reg D tranche for US accredited investors plus a Reg S tranche for non-US ones - to reach both audiences in one offering.

Making the choice

Start from your goal: who do you want as investors, how much do you need, and do you want to market publicly? Those answers narrow the field quickly, and the resale and cost differences settle the rest. This is a decision to make with securities counsel, since the exemption governs your entire compliance path.

The spokes go deeper - which exemption fits, the raise caps, and the rules on solicitation and resale. For the eligibility rules from the buyer's side, see the investor eligibility side.

Where to go next

• Next: which SEC exemption fits your raise?
• The investor's view: the investor eligibility side.
• Glossary: Regulation D.

Sources: U.S. SEC (sec.gov), as of 2026.