Reg CF annual reporting and Form C-AR

Selling securities through Regulation Crowdfunding creates a reporting responsibility that lasts beyond the campaign. Form C-AR is the annual report investors can use to follow the business after their investment.

Include this work in your fundraising budget and calendar before launching. Issuance Express coordinates Form C production, filing, and offering operations. Discuss any separate arrangements for reporting after the offering, and assign a named owner inside your company.

When is Form C-AR due?

An issuer that has sold securities under Reg CF generally must file an annual report with the SEC and post it on its own website no later than 120 days after its fiscal year ends. See Rule 202(a) and Rule 203(b).

The deadline follows your fiscal year, not the anniversary of the campaign launch or final close. A sale late in the fiscal year can therefore leave less preparation time than a founder expects.

Record the deadline alongside earlier dates for closing the books, producing the statements, reviewing the narrative, and arranging the filing. An investor email or an update to the deal page does not replace the SEC filing and website publication.

What goes into the annual report?

The annual report updates specified information about the company, its leadership and significant owners, business, financial condition, financial statements, capital structure, debt, relevant related-party transactions, and prior reporting failures. It is not a complete repetition of every launch-stage disclosure. The required items are set out in Rule 202(a) and the Form C instructions.

Prepare the report from current records. Reconcile ownership information with the cap table and financing documents. Compare descriptions of the business with what the company actually does today. Explain material changes in financial condition plainly, including a cash shortfall or a different funding plan.

Use a stable investor-relations page on your company’s website. Check that the published report opens without a private account, that it is the filed version, and that investors can find it from the location disclosed in your offering materials.

Does every annual report need an audit?

Annual reporting has its own financial-statement rule. It does not automatically repeat the assurance level required for the offering. The principal executive officer generally certifies the annual financial statements as true and complete in all material respects. If independent reviewed or audited financial statements are available, the issuer must provide those statements instead, without that officer certification. See Rule 202(a).

That distinction changes the work you schedule with your accountant. Discuss what statements are available, what periods and notes belong in the report, and which certification or accountant’s report applies. The separate financial statements guide explains offering-stage requirements.

What if the offering is still open?

An initial rolling close can create annual reporting obligations while the rest of the raise remains active. The annual report and the live offering disclosures serve different purposes.

The SEC staff’s February 2026 interpretation explains that an ongoing offering with a completed rolling close, continuing more than 120 days after fiscal year-end, requires both an updated Form C with financial statements meeting Rule 201(t) and Form C-AR. Progress updates remain relevant too. See SEC interpretation 201.03.

Tell Issuance Express early if your campaign may cross this date. Your accountant, company team, and filing process need a common calendar so an annual report is not mistaken for the required offering amendment.

When can annual reporting end?

Under Rule 202(b), reporting continues until one of these conditions occurs:

• The issuer becomes required to report under Exchange Act Section 13(a) or 15(d).
• Since its most recent Reg CF securities sale, the issuer has filed at least one annual report and has fewer than 300 holders of record.
• Since its most recent Reg CF securities sale, the issuer has filed the required annual reports for at least the three most recent years and has total assets no greater than $10 million.
• The issuer or another party repurchases all securities issued under Reg CF, including full repayment of debt or complete redemption of redeemable securities.
• The issuer liquidates or dissolves under state law.

For the holder test, count holders of the relevant class even if they invested outside Reg CF. A compliant crowdfunding vehicle does not turn hundreds of underlying investors into one holder for this purpose. See SEC interpretations 202.01 and 202.02.

Being small, finishing one campaign, or having fewer than 300 investors on launch day does not alone establish eligibility. A later Reg CF sale also matters because the reporting-history tests run from the most recent sale.

How do you document completion?

An eligible issuer must file Form C-TR within five business days after becoming eligible to terminate its reporting obligation. If a filed annual report needs a material correction, Form C-AR/A must be filed as soon as practicable after discovering the need. Both requirements appear in Rule 203(b).

Keep the termination analysis, supporting records, and filed notice together. Ending Reg CF annual reporting does not by itself end contractual information rights, debt payments, tax obligations, or other applicable duties. Build those responsibilities into your investor communications plan.