Reg D vs Reg S vs Reg CF vs Reg A+
The exemption you raise under decides who can invest, how you can market, how much you can raise, and what you must disclose. Here are the main US options, side by side.
| Who can invest | General solicitation | Raise limit (12 mo) | Ongoing reporting | Resale | |
|---|---|---|---|---|---|
| Reg D · 506(b) | Accredited, plus up to 35 sophisticated non-accredited | Not allowed | Unlimited | Form D; limited | Restricted — holding period |
| Reg D · 506(c) | Accredited only, verified | Allowed | Unlimited | Form D; limited | Restricted — holding period |
| Reg S | Non-US persons, offshore | No directed selling into the US | No cap | Per home jurisdiction | Distribution-compliance period |
| Reg CF | Everyone (per-investor limits) | Via a registered portal / broker | Up to ~$5M | Annual reports | 12-month holding (limited exceptions) |
| Reg A+ · Tier 2 | Everyone (non-accredited limits) | Allowed; testing-the-waters | Up to ~$75M | Audited + ongoing | Generally freely transferable |
Figures are current as of 2026; the SEC adjusts these thresholds periodically. This is general information, not legal advice — confirm current limits and your eligibility with securities counsel. See Legal & disclosures.
Related:how Stobox Raisable runs a compliant raise ·tokenization vs traditional fundraising ·glossary
Questions, answered
Reg S vs Reg D for a security token offering — which one for non-US investors?
For non-US investors, Reg S is the usual home; Reg D is for US accredited investors. Reg S is the offshore safe harbor — securities offered and sold outside the US to non-US persons, with no US registration, provided there are no directed selling efforts into the US and you observe the category's distribution-compliance and resale restrictions. Reg D Rule 506(c) covers the US side: general solicitation is allowed, but every investor must be verified accredited. Most cross-border token raises run both in parallel on one instrument — Reg D for US accredited buyers, Reg S for everyone else — with the token's transfer layer enforcing which wallets may hold under which exemption. Resale rules differ (Rule 144 for Reg D restricted securities; category-based distribution-compliance periods for Reg S), so map both to your investor base. Not legal advice; confirm with counsel.
Which exemption is right for my raise?
It depends on who you want to raise from, how much, and where. Reg D reaches accredited investors quickly; Reg CF and Reg A+ open the raise to the general public with caps and disclosure; Reg S covers investors outside the US. Most cross-border raises combine two (e.g. Reg D + Reg S). Confirm the fit with securities counsel.
Can I use more than one exemption at once?
Yes — combining exemptions is common, for example Reg D 506(c) for US accredited investors alongside Reg S for non-US investors in the same offering. The rules of each still apply to their respective investors.
Does tokenizing the security change which exemption applies?
No. A tokenized security is still a security, raised under the same exemptions as any other offering. Tokenization changes the record, settlement, and transfer mechanics — not the securities law.
Not sure which fits?
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