SUMMARY TABLE
Summary of Registration Exemptions
Dollar Limit
Type of Offering
Issuer Requirements
Investor Requirements
Reg A
Tier 1—$20 million
Tier 2—$50 million
Public offering
U.S. or Canadian companies that are not registered with the SEC (non-reporting companies)
Has a legitimate business plan
No bad actors involved
Unlimited number of investors
All investors are eligible
Rule 504
$5 million
Private placement
Non-reporting company
U.S. or foreign company
No bad actors involved
Unlimited number of investors
All investors are eligible
Rule 506(b)
Unlimited
Private placement
U.S. or foreign company
SEC registered or private companies
No bad actors involved
Each non-accredited investor must be sophisticated
No more than 35 non-accredited investors
Number of accredited investo
