Reg CF Investor Limits Explained

Regulation Crowdfunding (Reg CF) is the SEC framework that lets people invest in startups online. The tradeoff is that non-accredited investors face an annual limit, designed as a guardrail against putting an outsized chunk of personal finances into a high-risk, illiquid asset class. If you’re investing (or raising) under Reg CF, the two things to understand are (1) the limit is based on income and net worth and (2) it applies across all Reg CF investments in a rolling 12-month period.

The core idea: your Reg CF limit is tied to income and net worth

Reg CF doesn’t cap how much a startup can accept from one person because it “knows the deal is risky.” It caps how much a non-accredited investor can invest in total across all Reg CF offerings over a rolling 12-month period.

The SEC’s calculation uses two inputs:

• Your annual income
• Your net worth (with special rules around your primary residence)

Practically: you look at both numbers, take the lesser of the two, and then apply the Reg CF percentage formula (with a low-end minimum and a high-end cap). Accredited investors are not subject to the Reg CF investor limit.

The formula (with the current thresholds)

As written in the SEC’s Reg CF rules (and reflected in current market practice), the non-accredited investor limit generally works like this:

• If both your annual income and net worth are less than $124,000, you can invest the greater of $2,500 or 5% of the lesser of your annual income or net worth.
• If either your annual income or net worth is $124,000 or more, you can invest up to 10% of the lesser of your annual income or net worth, capped at $124,000 in a rolling 12-month period.
• If you are an accredited investor, there is no Reg CF investor limit.

These dollar thresholds are subject to SEC inflation adjustments over time. If you’re relying on this in a specific year (especially for compliance workflows), confirm the current numbers in the SEC’s Reg CF materials or with counsel.

What counts as “net worth” for Reg CF?

Reg CF uses a net worth concept that generally excludes the value of your primary residence. In plain English, net worth is assets minus liabilities, but the home-related details matter and can get technical.

Typically included as assets

• Cash and money in checking/savings
• Brokerage accounts and other investment holdings
• Retirement accounts (how people treat them can vary in practice; if this is material for you, get advice)
• Real estate other than your primary residence (for example, a rental property)
• Business interests and other personal property you can reasonably value

Typically excluded

• The value of your primary residence

Liabilities (what you subtract)

You generally subtract debts and other liabilities. Mortgages and home-related debt have specific SEC rules, and edge cases can matter (for example, if home debt is structured or has changed recently). If your Reg CF limit meaningfully affects a planned investment, talk to a securities lawyer or a qualified financial professional before relying on a back-of-the-napkin estimate.

The limit is across all Reg CF investments (not per startup, not per platform)

This is the most common confusion: the Reg CF investor limit is not per company and not per portal. It’s the total amount you invest across all Reg CF offerings during any rolling 12-month period.

So if you invest in multiple Reg CF deals on different funding portals, you’re still responsible for staying within your overall limit.

Why the limit exists (and what it’s trying to prevent)

Startups are high-variance. Most early-stage investments are illiquid, hard to value, and can go to zero. Reg CF is meant to broaden access without pretending these are safe products. The investor limit is a guardrail aimed at reducing the chance that a non-accredited investor overconcentrates their savings into private companies.

Reg CF investor limits table (using the $124,000 / $2,500 thresholds)

Income / Net Worth	Annual investment limit under Reg CF
Both under $124,000	Greater of $2,500 or 5% of the lesser of annual income or net worth
Either $124,000+	Up to 10% of the lesser of annual income or net worth, capped at $124,000 in a rolling 12-month period
Accredited investor	No Reg CF investor limit

FAQ

Do accredited investors have limits under Reg CF?

No. The Reg CF investor limit applies to non-accredited investors. Accredited investors are not subject to that cap.

How do I figure out my personal Reg CF limit?

You calculate it from your annual income and net worth (generally excluding the value of your primary residence), then apply the SEC formula above. Many funding portals walk you through the inputs during checkout, but the responsibility for providing accurate information is ultimately on the investor.

Can I invest more than $124,000 through Reg CF?

For non-accredited investors, the Reg CF formula generally includes a cap (shown above). Accredited investors are not subject to the Reg CF investor limit. If you want to invest more than what Reg CF allows for you, it often means looking at a different type of offering (for example, a Regulation D offering), which has different eligibility rules and different requirements around solicitation and investor verification. Which path is appropriate depends on the facts and should be discussed with counsel.

Bottom line

Reg CF limits are simple in spirit: they’re based on income and net worth, they apply across all Reg CF investments in a rolling 12-month period, and accredited investors aren’t capped. If you’re near the threshold or your net worth calculation is complicated (especially around home-related debt), don’t guess—get advice before you invest.