Conceptual diagram separating a Regulation CF issuer cap, investor limits, and holding period

Under U.S. Regulation Crowdfunding (Reg CF), the amount a company may raise and the amount an individual may invest are separate limits. SEC guidance says an eligible issuer may raise up to $5 million in a 12-month period. A non-accredited individual’s limit is calculated across Reg CF offerings using income and net-worth thresholds. Securities are also generally subject to a one-year resale restriction after purchase. These are U.S. rules; they do not automatically apply to crowdfunding elsewhere.

The issuer cap and an investor’s limit answer different questions

The $5 million issuer cap is the total an eligible company may raise through Reg CF during a 12-month period. It is not an amount that one investor may contribute. Transactions must use an intermediary registered with the SEC as a broker-dealer or funding portal. Investors should separately identify the issuer, intermediary, type of security, and risk disclosures in the offering materials.

The SEC’s current summary calculates a non-accredited individual’s investments across all Reg CF offerings over a rolling 12 months.

Illustrative calculation: A non-accredited individual with $150,000 annual income and $80,000 net worth is below the $124,000 threshold on one measure. Compare 5% of the greater amount ($150,000), or $7,500, with $2,500; the aggregate limit for all Reg CF investments in that 12-month period is $7,500. Any earlier Reg CF investments in the same period count toward that limit, reducing the amount still available. This is arithmetic for the legal ceiling, not a recommendation or a safety assessment. SEC issuer guidance If either annual income or net worth is below $124,000, the limit is the greater of $2,500 or 5% of the greater measure. If both are at least $124,000, the limit is 10% of the greater measure, capped at $124,000. The applicable definitions, period, and figures matter; check current SEC guidance and the intermediary’s process rather than relying on an old summary. Whichever branch applies, aggregate investments across all Reg CF offerings in any rolling 12-month period cannot exceed $124,000.

A legal ceiling does not make an investment safe

For a non-accredited investor, the limit sets a maximum; it does not certify a company’s quality or likelihood of success. Early-stage securities can lose all their value through business failure, dilution, limited information, or later financing terms. Even after reviewing disclosures, an investor must consider whether a total loss is affordable. Being below the limit does not mean an investment is recommended, and reaching the cap is not a goal.

Private securities should not be assumed to sell as easily as listed shares. Reg CF securities generally cannot be resold for one year after purchase, although statutory exceptions exist, so “never sellable” would be too absolute. After the restricted period, a buyer may still be difficult to find, and transfer terms or securities-law conditions may matter. The timing and price of a sale are not guaranteed.

Check the intermediary and offering disclosures

Confirm that the intermediary named on the offering page is an SEC-registered broker-dealer or funding portal. Read the issuer’s business risks, intended use of proceeds, security rights, financial information, and fees. A platform’s success stories or fundraising target do not predict future performance. SEC staff interpretations can help explain how staff reads the requirements, but they are not the regulation itself or Commission-approved rules; distinguish them from statutes and official disclosures.

Also separate a campaign target from the amount actually raised. Reaching a target does not remove business risk; it matters whether the company meets later reporting obligations and whether investors can follow the use of proceeds. A platform’s displayed amount available to invest does not replace the legal calculation of an individual limit.

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