Regulation A Attorney for Issuers
and Growth Companies
Regulation A is a federal securities exemption that allows companies to raise up to $75 million annually from the public without completing a full SEC registration statement. The process requires careful preparation of the Form 1-A offering circular, navigation of the SEC qualification process, and — for Tier 2 issuers — ongoing reporting obligations that continue after the offering closes.
Fred Lehrer has counseled companies across a range of industries through Regulation A offerings. His background includes nine years as an enforcement attorney in the SEC's Division of Enforcement — experience that shapes how the firm evaluates offering circular disclosure, identifies comment letter risk, and structures ongoing compliance.
Regulation A Tier 1 vs. Tier 2
| Feature | Tier 1 | Tier 2 |
|---|---|---|
| Maximum Offering Size | $20M per 12 months | $75M per 12 months |
| Audited Financials Required | No | Yes — 2 fiscal years |
| State Blue Sky Preemption | No — state review required | Yes — preempted for listed securities |
| Ongoing Reporting | None after offering | Annual (1-K), Semiannual (1-SA), Current (1-U) |
| General Solicitation | Permitted | Permitted |
| Investor Limits | None | $2,200 or 10% of income/net worth for non-accredited |
| Testing the Waters | Permitted | Permitted |
| Best For | Smaller raises, state-focused offerings | Larger raises, national investor base |
Regulation A Legal Services
Eligibility Assessment
Evaluate whether the company qualifies to use Regulation A and determine whether Tier 1 or Tier 2 is appropriate based on offering size, investor base, and ongoing reporting capacity.
Testing the Waters
Prepare compliant testing the waters materials, including required legends and SEC-compliant solicitation language, to gauge investor interest before committing to the full Form 1-A preparation cost.
Form 1-A Preparation
Draft the offering circular, including business description, risk factors, use of proceeds, dilution analysis, management discussion, and all required legal sections. Coordinate with the auditor on financial statement presentation.
SEC Comment Letter Response
Analyze SEC staff comment letters, prepare complete and accurate responses, and manage the iterative review process through qualification. Comment letter strategy is shaped by nine years of enforcement-side experience.
Ongoing Reporting Compliance
Prepare and file Forms 1-K, 1-SA, and 1-U for Tier 2 issuers. Advise on material event disclosure obligations and current report triggers to maintain reporting compliance.
Bad Actor Disqualification Review
Evaluate whether any covered persons are subject to Regulation A bad actor disqualification provisions and advise on disclosure and waiver procedures where applicable.
Broker-Dealer and Finder Compliance
Advise on the use of broker-dealers and finders in connection with the offering, including FINRA review requirements, finder compensation structures, and broker-dealer registration obligations.
Regulation A vs. Regulation D Analysis
Compare Regulation A and Regulation D offering structures based on the issuer's capital needs, investor base, disclosure capacity, and ongoing compliance obligations to identify the appropriate exemption.
Regulation A — Frequently Asked Questions
What is Regulation A?
Regulation A is a federal securities exemption that allows companies to raise capital from the public without completing a full SEC registration statement. Tier 1 permits offerings up to $20 million in a 12-month period; Tier 2 permits offerings up to $75 million. Both tiers require filing a Form 1-A offering circular with the SEC, but Tier 2 requires audited financial statements and ongoing reporting obligations that Tier 1 does not.
What is the difference between Regulation A Tier 1 and Tier 2?
Tier 1 allows offerings up to $20 million, does not require audited financials, and is subject to state securities law review. Tier 2 allows offerings up to $75 million, requires two years of audited financials, preempts state blue sky laws, and imposes ongoing annual, semiannual, and current reporting obligations. Most companies seeking meaningful capital raises use Tier 2.
How long does the SEC qualification process take?
The SEC typically issues its first comment letter within 30 days of the initial Form 1-A filing. The total qualification timeline depends on the number of comment letter rounds, the complexity of the offering, and how quickly the issuer can respond. A straightforward offering with a well-prepared Form 1-A can qualify in 60 to 90 days. More complex offerings or those with significant comment letter issues can take longer.
Can a startup use Regulation A?
Yes. Regulation A is available to U.S. and Canadian companies that are not Exchange Act reporting companies, investment companies, blank check companies, or companies that have had their Regulation A exemption revoked within the prior five years. Startups and early-stage companies can use Regulation A, but they must be able to prepare the required disclosure — including financial statements — and maintain ongoing reporting obligations for Tier 2.
What are the ongoing reporting requirements after a Regulation A offering?
Tier 2 issuers must file annual reports on Form 1-K, semiannual reports on Form 1-SA, and current reports on Form 1-U for specified material events. These obligations continue as long as the issuer has Regulation A reporting obligations. Failure to maintain current reporting results in delinquent filer status, which can affect subsequent offerings and attract SEC attention.
What is 'testing the waters' under Regulation A?
Testing the waters allows issuers to solicit indications of interest from potential investors before filing the Form 1-A. The materials must include required legends and comply with SEC rules, but they allow the issuer to gauge market appetite before committing to the full cost of qualification. If investor interest is insufficient, the issuer can reconsider the offering before incurring significant legal and accounting expenses.
Request a Regulation A Consultation
Fred Lehrer advises companies on Regulation A offerings from eligibility assessment through qualification and ongoing reporting. Consultations are confidential and available by phone, video, or in person.
Request a ConsultationThe information on this page is for general informational purposes only and does not constitute legal advice. Viewing this page or contacting the firm does not create an attorney-client relationship. Legal services are available only where the attorney is admitted or otherwise authorized to practice.