Exploring Regulation A: Gateway for Capital Raising

November 10, 2023

Regulation A, known as Reg A, is an SEC exemption for public securities offerings, established by the Securities Act of 1933. It allows companies to raise capital with less stringent requirements than typical SEC registrations. This article delves into the essential aspects of Reg A, including its tiers, requirements, and advantages.

The Mechanics of Reg A

Reg A enables companies to fundraise through public offerings while bypassing the rigorous SEC registration process. To qualify, companies must file an offering statement with the SEC, akin to a prospectus in registered offerings, which provides critical investor information and functions as a disclosure document.

Tiers of Reg A

Reg A comprises two tiers, each with distinct regulations:

Tier 1: Permits raising up to $20 million in 12 months, with no ongoing reporting obligations, but necessitates a final offering report and state regulator qualification in each state where securities are sold.

Tier 2: Allows raising up to $75 million in 12 months, requires audited financial statements and continual reports, but exempts from state-level registration or qualification.

Advantages of Reg A Offerings

Reg A offers notable benefits for companies seeking capital:

- Streamlined Financial Statements: Companies can provide simplified financial statements without extensive audits.

- Multiple Format Options: Offers flexibility in offering circular formats, aligning with company and investor needs.

- Reduced Reporting Requirements: Companies under Reg A are not required to submit Exchange Act reports until they have more than 500 shareholders and $10 million in assets, a significant relief compared to immediate comprehensive reporting.

Reg A Offering Process

The process involves several key steps:

1. Filing the Offering Statement: Submitting a detailed, accurate offering statement to the SEC.

2. State Regulator Qualification (Tier 1): Obtaining qualification from state securities regulators.

3. Marketing the Offering: Implementing strategies to attract and engage potential investors.

4. Conducting the Offering: Accepting investments, with a focus on transparency and communication.

5. Closing the Offering: Finalizing securities allocation to investors, ensuring all legal and regulatory requirements are met.

6. Post-Offering Obligations: Adhering to reporting requirements, financial disclosures, and maintaining corporate governance standards.

Entoro’s Role in Reg A Offerings

Entoro plays a pivotal role in assisting businesses with Reg A offerings. Entoro provides essential services, including baseline compliance support, a comprehensive suite of investment banking solutions, and a sophisticated in-house listing platform through OfferBoard. We guide issuers through the entire Reg A process, from pre-filing preparation to SEC review, marketing, and completion of the offering.


Reg A offers a strategic avenue for companies to raise capital through public offerings, circumventing the full-scale SEC registration process. Its tiered structure, coupled with the benefits of streamlined financial reporting, flexible format choices, and limited initial reporting requirements, makes it an attractive option. With the support of firms like Entoro, companies can effectively navigate this regulatory landscape to achieve successful capital raises. Nonetheless, companies should consult with legal and financial professionals to ensure compliance and maximize the benefits of this exemption.