What Is Regulation CF?

Regulation Crowdfunding (usually called Reg CF) is the SEC exemption that lets a company raise money online from the general public, not just accredited investors. It matters because it’s one of the few ways to legally take lots of smaller checks from customers, fans, and internet strangers while still selling real securities (equity, SAFEs, convertible notes, etc.), not donations or pre-orders.

Quick definition

Reg CF is a federal securities law exemption that allows eligible companies to raise up to $5 million in a rolling 12-month period from both accredited and non-accredited investors, as long as the offering is conducted through a single SEC-registered intermediary (either a broker-dealer or a funding portal) and the company files required disclosures with the SEC (including a Form C).

The core idea: “public” fundraising that still has real rules

Reg CF sits between a private startup round and a fully public offering. Like a normal venture round, you’re issuing securities and you’re on the hook for accurate disclosures. But unlike most Reg D raises, Reg CF is built so everyday investors can participate and you can generally market the raise broadly.

That’s the trade: you get broad access to capital and community energy, but you don’t get to freestyle. Reg CF is a regulated process with a required intermediary, SEC filings, specific communication rules, and post-close obligations.

How a Reg CF round works (practically)

1. Pick your intermediary (this is required).

   A Reg CF offering must be conducted through a single intermediary for that offering. The intermediary must be either an SEC-registered broker-dealer or a funding portal registered with the SEC and a member of FINRA. You can’t run a Reg CF offering “yourself” on your own website and still be in Reg CF.

2. Prepare disclosures and file Form C.

   Form C is the core public filing. It covers the company and its business, the terms of the offering, ownership and capital structure disclosures, use of proceeds, risk factors, and required financial statements. What financial statements you need (and whether they must be reviewed or audited) depends on the offering and your specific facts, so confirm early with counsel and your intermediary.

3. Launch on the intermediary’s platform and take investments.

   Investors review your offering materials and invest through the intermediary. Reg CF generally allows public promotion, but you still need to follow Reg CF’s communication rules and the intermediary’s policies. In practice, you should assume everything you say will be held up against your Form C.

4. Close when your stated conditions are met.

   Reg CF offerings typically include a target offering amount (a minimum) and a deadline. Funds are generally held until the stated minimum is met and the other stated conditions are satisfied. Exact mechanics can vary by intermediary and deal terms.

5. Keep up with ongoing reporting.

   Reg CF issuers generally have ongoing reporting obligations after the raise, including an annual report on Form C-AR, until they qualify to terminate those obligations. Whether and when you can terminate is fact-specific and something you should confirm with securities counsel.

Key rules and practical takeaways (the stuff people trip over)

1) The $5 million cap is a rolling 12-month limit

Reg CF has a hard ceiling: up to $5 million in a rolling 12-month period. If you need to raise more than that, you’re usually looking at another exemption (often Reg D) or a sequenced plan. Combining exemptions can raise “integration” questions that depend on timing and facts, so don’t try to stack structures without counsel.

2) Anyone can invest, but non-accredited investors have limits

Reg CF is open to both accredited and non-accredited investors. Non-accredited investors are subject to investment limits based on their income and net worth, and intermediaries typically build those limits into the investment flow. The exact limit depends on the investor’s specific situation.

3) One intermediary per offering is a legal requirement

This is not a “Wefunder thing.” Under Reg CF, the transaction must be conducted through a single registered intermediary for that offering:

• an SEC-registered broker-dealer, or
• a funding portal registered with the SEC and a member of FINRA.

In practice, the intermediary also acts as the compliance operator: hosting the offering materials, running investor onboarding, enforcing certain process requirements, and handling subscriptions and closing.

4) Form C and financials are the price of taking public money

If you want to raise from the general public, you need to disclose real information in a standardized way. Financial statement requirements are not one-size-fits-all and can meaningfully affect cost and timeline. Plan for this early, and don’t rely on “what my friend did” as a shortcut.

5) Marketing is allowed, but accuracy and consistency matter

A huge advantage of Reg CF is that you can generally talk publicly about your raise. The risk is that founders treat that as permission to say anything. It’s not.

A simple rule that keeps you out of trouble: assume your Form C is the canonical source of truth, keep your public messaging consistent with it, and run unclear posts (especially projections, customer claims, and “we’re definitely closing” language) by counsel and your intermediary before you publish.

When Reg CF is a great fit (and when it’s a pain)

Reg CF is often a strong fit when:

• You have customers, users, or a real community that wants to invest.
• Your business can be understood by smart non-specialists without a PhD (many consumer, marketplace, local, and mission-driven companies do well).
• You’re willing to run an actual campaign: momentum, updates, and consistent outreach over time.
• You want fundraising to double as brand-building and distribution.

Reg CF is often a poor fit when:

• You want a quiet raise with minimal disclosure.
• You don’t want to market actively.
• You’re not ready to invest founder time into investor communication and operational follow-through after the close.

Reg CF on Wefunder: what’s law vs. what’s platform

Reg CF is the legal framework. Wefunder (like other intermediaries) is the SEC-registered intermediary that hosts the offering and runs the regulated workflow: onboarding, subscriptions, and the closing process.

When you evaluate intermediaries, separate:

• What the law requires (a single registered intermediary, Form C and required disclosures, investor limits for non-accredited investors, and post-close reporting), from
• What each platform chooses to do (process, review standards, tooling, support, policies, and pricing).

Platform policies and pricing can change and are not the same thing as the law. Always confirm current details directly with the intermediary.

Reg CF at a glance

Feature	What it means
Raise limit	Up to $5 million in a rolling 12-month period
Who can invest	Accredited and non-accredited investors (non-accredited investors have investment limits based on income and net worth)
Where the raise happens	Through a single SEC-registered intermediary (a broker-dealer or a funding portal)
Main SEC filing	Form C (including required disclosures and financial statements)
Promotion	Generally permitted, subject to Reg CF communication rules and intermediary policies
Ongoing reporting	Typically includes an annual Form C-AR until the issuer qualifies to terminate reporting

Frequently asked questions

Can anyone invest in a Reg CF round?

Generally yes. Reg CF allows both accredited and non-accredited investors to participate. Non-accredited investors have investment limits that depend on their income and net worth, and intermediaries typically help enforce those limits during the investment process.

How long does a Reg CF raise take?

There’s no single “legal” campaign length. In practice, timing depends on how quickly you can get your disclosures and required financial statements ready, and how long you decide to keep the offering open. Many campaigns run for weeks to a few months.

What if I want to raise more than $5 million?

Then Reg CF alone won’t cover the full amount. Many founders look at Reg D (or a sequenced approach using different exemptions). Because mixing exemptions can create integration issues depending on the facts, this is a talk-to-counsel decision.

Bottom line

Reg CF lets you raise up to $5 million from the general public under a clear SEC framework: use one registered intermediary, file a Form C with meaningful disclosures and required financial statements, follow the investor-limit rules for non-accredited investors, and plan for ongoing reporting after the raise. It works best when you have (or can build) real community momentum and you’re willing to run a real campaign, not just publish a page and hope.