The exemption that fits your raise falls out of three questions: who are your investors, how much are you raising, and do you need to market publicly? Answer those and the field narrows fast. Regulation D fits large, mostly accredited raises; Reg A+ fits public raises that can afford the process; Reg CF fits small, public, community raises; and Reg S fits reaching non-US investors. This guide turns those questions into a practical decision path.

Question 1: Who are your investors?

Start with your audience. If you are raising only from accredited investors and institutions, Regulation D is the natural fit. If you want to include the general public and non-accredited investors, you need Reg A+ or Reg CF. If your investors are outside the US, Reg S is the route.

Investor eligibility alone eliminates options quickly - it is the first filter.

Question 2: How much are you raising?

Size narrows the field further. Reg D and Reg S have no cap, so large raises point toward them. Reg A+ Tier 2 caps you at $75M a year - generous but finite. Reg CF caps you at $5M a year, so it only suits smaller raises.

If you need more than the public exemptions allow, you are back to Reg D (accredited) or Reg S (offshore), or a combination.

Question 3: Do you need to market publicly?

Marketing is the third filter. If you must advertise openly, you need an exemption that permits general solicitation: Reg D 506(c), Reg A+, or Reg CF. If you will raise quietly from your network, Reg D 506(b) keeps that option and lets you include some non-accredited investors.

Public reach almost always means more process or verification - the trade-off for openness.

Putting it together

Combine the three answers. Large accredited raise, happy to verify and advertise? Reg D 506(c). Large accredited raise kept private? Reg D 506(b). Public raise you can resource? Reg A+. Small community raise? Reg CF. Non-US investors? Reg S, often alongside a Reg D tranche.

Most paths lead back to one or two options, which you then confirm with counsel against your specific facts. For the full regulatory context behind each, revisit regulation for issuers.

A worked example

Say you are raising $3 million for a single rental property, want to advertise the deal openly on your website, and will sell only to US accredited investors. Question one rules out nothing yet; question two (well under any cap) keeps everything open; question three (public marketing) eliminates 506(b) and points at 506(c). You land on Reg D 506(c) - unlimited raise, public marketing, accredited-only with verification. Change one fact - you now also want 50 non-US buyers - and you bolt on a Reg S tranche alongside it. Change another - you want ordinary non-accredited US retail - and $3M fits Reg CF, at the cost of a registered portal and tighter per-investor limits.

The integration trap

One caveat counsel will raise: if you run two offerings close together, the SEC can "integrate" them - treat them as one - which can retroactively break an exemption, for instance if a quiet 506(b) raise is followed quickly by a public 506(c) campaign to similar investors. The SEC's 2021 integration framework added safe harbors (notably a 30-day gap) that make sequential raises workable, but the spacing and facts matter, so plan the sequence, not just each raise in isolation.

Where to go next

• Next: raise caps compared.
• The context: regulation for issuers.
• Glossary: Regulation A+.

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