Is my company ready for a Reg CF raise?

Founders often ask whether their company is big enough, old enough, or established enough to raise under Regulation Crowdfunding. The rules answer part of that question directly. The rest depends on your records, your financial statements, and the time and cash your company can commit to preparation.

This guide addresses one question: whether your company is ready to conduct a Reg CF offering. It does not predict how much an offering will raise. It focuses on raises with a maximum of $1 million or more and does not cover smaller raises.

Reg CF has no minimum size, revenue, or profitability requirement

Reg CF does not require a minimum number of employees, revenue, profit, valuation, or customers. A pre-revenue company can be eligible, and so can a profitable company with years of operating history.

The requirements that apply concern the issuer itself. Under Rule 100, the issuer must be organized under the laws of a U.S. state, territory, or the District of Columbia. It cannot be an Exchange Act reporting company, an investment company, or an entity relying on the Investment Company Act exclusions in Section 3(b) or 3(c). It cannot be disqualified under the bad actor rules, and it must be current on any annual reports required by an earlier Reg CF offering. It must also have a specific business plan. A company planning to merge with or acquire an unidentified company does not qualify. The issuer eligibility guide covers each condition.

There is also a maximum. An issuer can raise up to $5 million under Reg CF in a 12-month period. Your proposed maximum must fit within the part of that allowance left after applicable prior Reg CF sales. The size of your raise also affects other requirements, especially financial statements.

How much operating history do you need?

The rules do not require a minimum operating history. Your financial statements generally cover the two most recently completed fiscal years, or the period since inception if the company is younger. A company formed recently does not need to create a longer history. SEC staff Question 201.01 describes how a very recently formed issuer can approach its first financial statements.

History changes what your Form C has to explain. The instructions to Rule 201(s) address both cases. A company without an operating history focuses its discussion of financial condition on financial milestones and operational, liquidity, and other challenges. A company with an operating history discusses whether its historical results and cash flows represent what investors should expect in the future.

A younger company therefore needs a clear plan, credible milestones, and specific risk disclosure. An older company needs records that support its history, and it may have more to reconcile. Age by itself does not make either company more or less ready.

What a raise of $1 million or more means for financial statements

Financial statements are the requirement that most directly depends on the size of your raise. The tier is set by your maximum offering amount plus applicable Reg CF amounts sold in the preceding 12 months. The minimum target shown on your offering page does not set it. The financial statements guide explains the complete calculation.

For a raise in the $1 million-plus range, the thresholds work out as follows. “No previous Reg CF sales” means none by the issuer, its controlled entities, entities under common control, or predecessors.

Your situation	Financial statements required
No previous Reg CF sales, aggregate amount of $1,235,000 or less	Reviewed by an independent accountant, unless audited statements are already available
No previous Reg CF sales, aggregate amount above $1,235,000	Audited by an independent accountant
Previous Reg CF sales, aggregate amount above $618,000	Audited by an independent accountant

For example, a first-time issuer with a $1 million maximum can generally use reviewed statements. If the same company raises its maximum to $1.5 million, an audit is required. Audited statements that already exist must be provided even when a review would otherwise be enough. Decide on your maximum before you engage a CPA, because the decision changes the scope of the accounting work.

Ask whether your existing accountant performs reviews or audits of private companies and meets the independence requirements in Rule 201(t). The CPA who prepares your tax returns may not be able to perform this engagement. Issuance Express coordinates with your CPA or can recommend a qualified third-party provider.

What it costs to get your company ready

Costs depend on your records, your structure, and the security you offer. This guide does not quote prices. Ask each provider for a quote based on your actual offering. The categories below are the ones to budget for before the raise.

• Financial statements. A review or audit for the required periods, plus any bookkeeping cleanup needed before the accountant can begin. Disorganized books, unreconciled accounts, or missing records add work.
• Legal and corporate work. Counsel’s review of your security terms, board and shareholder approvals, authorized shares, and any existing investor agreements that restrict a new raise. A complicated ownership history usually means more work.
• Issuance Express fees. The published compensation disclosures describe an upfront offering fee, a cash success fee based on funds raised, and compensation in securities. Certain bank and escrow expenses may also be passed through. Your offering agreement sets the actual terms.
• Campaign materials. The offering page, a video, investor updates, and approved advertising. Your company leads its own outreach.
• Internal time. Founders and staff spend time on the Form C, accountant requests, investor questions, and campaign updates while still running the business.
• Work after the raise. Annual reports under Rule 202, record keeping, and investor communications continue after the offering closes.

The offering costs guide includes a worksheet that separates gross proceeds from the capital your business can actually use.

Can your company fund the preparation period?

Some preparation costs are due before your company can access any proceeds. An audit or review, legal work, and campaign production are usually paid in advance. Investor commitments are not cash until a closing occurs. Required information must also be public on the platform for at least 21 days before any securities are sold.

Before you commit, confirm that the company has enough cash to pay preparation costs and continue operating through the offering period. If preparation depends on proceeds that do not exist yet, solve that funding problem first. The cash and runway guide shows how to build that forecast.

Also confirm who will do the work. Name one person who owns the Form C, one who manages the accountant relationship, and one who answers investor questions. In a small company these may be the same person. The offering team guide describes each role.

Are your company’s records in order?

Many offerings are delayed by company records that were adequate for daily operations but not for public disclosure. Before you apply, check the following:

• Good standing. The issuer is active and in good standing in its state of organization, and its governing documents are current.
• Capitalization. The cap table reconciles to signed documents, and all SAFEs, convertible notes, options, and warrants are listed with their terms. The cap table guide explains why this matters for a large investor base.
• Intellectual property. Founders, employees, and contractors have assigned their work to the company.
• Material agreements. Loans, leases, key customer contracts, and related-party arrangements are organized and available for review.
• People. You have full names, roles, ownership, and any regulatory history for directors, officers, and significant owners, which the bad actor review requires.

The issuer document checklist provides the complete list.

A quick readiness check

Use this table to identify gaps before your first conversation with Issuance Express. Some questions identify preparation work. Others, such as U.S. organization and a specific business plan, are eligibility conditions. Resolve those with counsel before you spend money on preparation.

Question	Why it matters
Is the issuer organized in the United States?	Required by Rule 100.
Is the company an operating business with a specific business plan?	Investment companies and companies planning an unidentified acquisition cannot use Reg CF.
Do you know your maximum offering amount?	It determines whether you need reviewed or audited statements.
Are your books reconciled for the required periods?	The accountant needs clean records to begin a review or audit.
Does the cap table match signed documents?	Form C discloses ownership and outstanding securities.
Do you have cash for preparation and the offering period?	Proceeds are available only after a closing.
Is someone responsible for the offering day to day?	Preparation and investor questions require consistent attention.
Do you have a plan for annual reports after the raise?	Reg CF creates continuing reporting obligations.

Start the conversation with Issuance Express

You do not need every item complete before you contact Issuance Express. Bring your entity details, ownership summary, financial records, proposed maximum, and intended use of proceeds. Issuance Express reviews whether your company fits the portal and coordinates the information and partners needed to prepare the offering. That work includes Form C production and filing, deal-page support, investor onboarding, escrow workflows, and eligible closings.

Your company remains responsible for the accuracy of its information, and your counsel provides legal advice. Submit your company information to begin a fit discussion. An application starts a review. It does not establish eligibility or guarantee acceptance.

If your company works with crypto assets or tokens, read the crypto company readiness guide as well.

Related reading

• Reg CF financial statements: certification, review, or audit?
• What does a Reg CF offering cost?
• The Reg CF offering timeline, from preparation to closing