Entity, trust, and retirement-account investors in Reg CF

Start with who will own the investment

A supporter says, “I want to invest through my company.” Another wants a family trust to purchase. A third asks about using an IRA. These are practical onboarding questions, not just different names for an individual investment.

Before discussing payment, establish the purchaser’s legal identity, who can act for it, and how its eligibility will be assessed. The person communicating with you may be a manager, trustee, or account owner rather than the purchaser named in the security records.

Issuance Express provides the Reg CF portal and investor onboarding. Bring these investor types into the offering discussion early so the purchaser information and any provider coordination are addressed before a closing deadline.

Make the purchaser, signer, and records agree

For an entity, confirm its full legal name and entity type. Identify the individual signing for it and that person’s authority. For a trust, establish the correct ownership title and the trustee or other person authorized to act. Trust documentation and provider instructions determine how the registration is written.

Ask what supporting records are needed through the secure onboarding process. Depending on the purchaser and circumstances, those might include formation information, an authority resolution, a trust certification, or provider forms. This is a preparation list, not a claim that every investor must submit the same documents.

An example illustrates the problem. A supporter discusses an investment as “Jordan,” signs a subscription personally, then asks for the securities to belong to Northlake LLC. The parties now need to resolve the purchaser and documents; changing an email address does not resolve ownership. Identify Northlake LLC and Jordan’s authority before completion instead of trying to repair the registration later.

Keep sensitive identity, trust, and account documents out of the public offering discussion channel. Use the delivery method agreed with the portal or provider. Your issuer team does not need to become a second repository for every investor’s personal financial records.

Apply limits to the actual purchaser

Non-accredited entities are subject to Reg CF investor limits. SEC staff interpretation 100.02 explains that a non-natural person uses revenue and net assets as of its most recent fiscal year-end in place of annual income and net worth. Accredited investors have no individual Reg CF investment cap.

For a simplified example, assume a non-accredited LLC has $100,000 of revenue and $200,000 of net assets, calculated on the applicable basis. Because one figure is below $124,000, its limit is the greater of $2,500 or 5% of the larger figure: $10,000. If it already invested $4,000 in another Reg CF offering within the relevant 12-month period, $6,000 remains. The formulas and aggregation across offerings appear in Rule 100(a)(2).

Do not substitute the manager’s personal income for company revenue simply because the manager completed the form. Equally, do not assume every trust or retirement arrangement receives the same classification. Identify its structure and the applicable basis with the onboarding team.

The intermediary needs a reasonable basis for believing the investor meets the limits before accepting a commitment. Issuers may rely on those efforts unless they know the limit has been or would be exceeded. See Rule 303(b) and the instructions to Rule 100(a)(2).

Entity status does not establish accreditation

A corporation or LLC is not automatically accredited. Rule 501 provides several qualifying categories, including certain entities with more than $5 million in assets that were not formed specifically for the investment, and entities whose equity owners are all accredited. A qualifying trust category also has asset, formation-purpose, and investment-direction conditions. Rule 501(a) contains the definitions.

Those are examples, not a complete checklist. A wealthy signer does not automatically qualify every entity or trust they represent. Share the purchaser’s actual structure with the onboarding team rather than choosing a category because it permits a larger investment.

Match payment to the purchaser and provider

Companies, LLCs, and trusts have access to Issuance Express’s supported payment options: credit card, bank transfer through ACH, and USDC, processed through Stripe. Payment availability does not remove the need to establish purchaser identity, authority, eligibility, and the appropriate source of funds.

IRA payment and funding arrangements depend on the IRA provider or custodian. Coordinate those arrangements with Issuance Express and the provider before the investor attempts to fund. Do not assume that using the owner’s personal card, bank account, or wallet produces an IRA-owned investment.

For every route, investor funds are held by a qualified third-party escrow agent. Issuance Express does not hold them. The IRA provider’s account responsibilities and the offering escrow provider’s responsibilities are separate. Rule 303(e) governs handling of offering funds.

Paying with USDC does not tokenize the purchased security or create a resale market. The security and investor rights are those described in the offering documents.

Plan retirement-account participation before the deadline

For a proposed retirement-account investment, confirm whether the account provider can hold the particular security, what ownership title and signatures it requires, how payment and refunds move, and what later statements or valuations it needs. Obtain the provider’s timing before including the investment in an expected closing.

Provider acceptance is not a recommendation or a determination that an investment is suitable. The SEC’s self-directed IRA investor alert explains that custodians generally administer assets without evaluating the investment’s quality or legitimacy.

Retirement-account tax rules also remain relevant. Dealings involving the owner or related parties can raise prohibited-transaction concerns. The investor should address those circumstances with their qualified adviser before proceeding; Reg CF does not resolve them. The IRS prohibited-transaction guidance describes the issue.

Use an investor-coordination checklist

For an entity, trust, or retirement-account inquiry, record:

1. Proposed purchaser and exact ownership title.
2. Authorized signer and how authority will be established.
3. Appropriate accreditation category or investment-limit calculation.
4. Required onboarding information and secure delivery route.
5. Payment method, source of funds, and provider contact where needed.
6. Signature, payment, refund, and closing dependencies.
7. Contact responsible for later notices and security records.

Keep the investor’s decision separate from your cash forecast until the required steps are complete. The fundraising funnel and closing guide explain how to distinguish an inquiry, commitment, funded investment, and completed sale.

Related reading

• Reg CF fundraising and investor limits explained
• What a Reg CF funding portal does for issuers
• Reg CF closings, escrow, and investor cancellations