Understanding what is Reg A and Why it Matters
Regulation A (also known as Reg A or Reg A+) is a key exemption from the SEC’s traditional registration requirements, designed to make capital-raising easier for small and mid-sized businesses. Enacted under the JOBS Act and updated in 2015, Reg A+ is divided into Tier 1 and Tier 2 offerings, enabling eligible companies to raise up to $20 million (Tier 1) or $75 million (Tier 2) in a 12-month period without registering through the full SEC process.
To use this exemption, companies must meet detailed filing requirements. This article outlines the SEC forms required for Reg A+ offerings, their deadlines, and how to stay compliant through EDGAR filing.
Make Your Next SEC Filing the Easiest One Yet
Join hundreds of satisfied clients who trust our responsive team for their EDGAR/iXBRL filings, newswire, and financial printing needs.
Tier Overview: Regulation A+ Offering Limits & Compliance
Regulation A+ is divided into two tiers, each with different offering limits, state law requirements, and ongoing reporting obligations. Understanding these differences is essential when planning how much capital to raise and what compliance burden your company can manage. The table below breaks down the key features of Tier 1 and Tier 2 so issuers can quickly see which path best fits their offering.
In addition to the dollar limits, each tier comes with its own trade‑offs around SEC review, state Blue Sky compliance, and ongoing reporting. Tier 1 can be attractive for smaller raises with lighter federal reporting, while Tier 2 is better suited for larger offerings and broader investor reach, but with more robust ongoing disclosure. Understanding these practical differences up front helps issuers avoid surprises later in the offering process.
| Tier | Maximum Offering Size | SEC Review | State Blue Sky Law | Ongoing Reporting |
| Tier 1 | $20 million | Yes | Yes (must comply with state regulations) | None (unless required by states) |
| Tier 2 | $75 million | Yes | No (preempts state law) | Yes – includes Forms 1-K, 1-SA, 1-U |
Filing through the SEC EDGAR system requires accurate documentation and scheduling. Let’s explore the core Reg A+ forms and deadlines every issuer should know.
Regulation A Forms
Form 1-A – Offering Statement
Purpose: Primary form used to initiate a Regulation A+ offering.
Deadline: Must be filed at least 21 calendar days before SEC qualification.
Form 1-A is the foundation of any Reg A offering and includes three critical parts:
- Part I – Notification: Company information, jurisdiction, and offering summary.
- Part II – Offering Circular: Details on financials, business operations, risks, and management.
- Part III – Exhibits: Legal documentation, contracts, consents, and auditor reports.
Filing a compliant and compelling 1-A through EDGAR not only gains SEC qualification but also sets the stage for successful investor engagement. The quality of your 1-A directly influences investor confidence.
🛠 Tip: Use professional EDGAR Filing Services to ensure SEC-ready filings and avoid costly rejections.
Form 1-A POS – Post-Qualification Amendments
Purpose: Filed to amend or refresh an already-qualified offering.
When Required: At least once annually for active offerings beyond 12 months.
The 1-A POS (Post-Qualification Amendment) keeps ongoing offerings up-to-date and allows for changes such as:
- Updating financial statements
- Amending disclosures
- Modifying offering terms
Failing to file timely PQAs can result in the SEC revoking your qualification, halting your ability to raise funds under Reg A.
Form 253G2 – Offering Circular Supplement
Purpose: Update share price or offering terms.
Use Case: Filed when pricing terms change after SEC qualification.
Form 253G2 allows issuers to adjust the share price or amend offering circulars without refiling Form 1-A. It provides flexibility for fluctuating market conditions and investor response.
🛠 Pro Tip: Always review EDGAR HTML output before finalizing to avoid formatting issues that trigger rejections.
Form 1-K – Annual Report
Purpose: Comprehensive yearly financial and operational disclosure for Tier 2 issuers.
Deadline: Must be filed within 120 days of fiscal year-end.
Like a scaled-down 10-K, Form 1-K includes:
- Management discussion and analysis (MD&A)
- Audited financial statements (Tier 2 only)
- Changes in business operations
- Executive compensation details
Maintaining Form 1-K compliance ensures investor transparency and fulfills SEC ongoing reporting obligations under Regulation A Tier 2.
Form 1-SA – Semi-annual Report
Purpose: Interim financial report for Tier 2 issuers.
Deadline: Filed within 90 days of the first six months of the fiscal year.
This form provides unaudited financials and management discussion similar to Form 10-Q in traditional reporting. While less intensive than a 1-K, Form 1-SA plays a vital role in demonstrating fiscal health to investors and regulators.
Form 1-U – Current Report
Purpose: Immediate disclosure of material events or corporate changes.
Deadline: Filed within 4 business days of the triggering event.
Similar to Form 8-K for public companies, Form 1-U covers:
- Entry into or termination of major contracts
- Material asset acquisitions/disposals
- Executive changes
- Changes in control or governance
- Bankruptcy or receiver filings
This form ensures Reg A+ issuers maintain real-time transparency with investors and regulators.
Form 1-Z – Exit Report
Purpose: Filed to exit ongoing reporting requirements under Regulation A.
Deadline: Within 30 calendar days of terminating the offering.
Form 1-Z is required when:
- All securities in the offering are sold
- The issuer chooses to withdraw the offering
- The Tier 2 limit ($75M) is exceeded
Form 1-Z contains final offering results and terminates ongoing compliance under Reg A. Failure to file may result in SEC enforcement or confusion around reporting obligations.
Reg A Form Templates and Deadlines
Below, you can download the Reg A form template and view the filing deadline for each filing required in Regulation A offerings.
| SEC Reg A Forms | Filing Deadline | Applies To |
| 1-A | 21 days before qualification | All Reg A issuers |
| 1-A POS | Annually (for live offerings) | All Reg A issuers |
| 253G2 | As needed when share price changes | All Reg A issuers |
| 1-K | Within 120 days of fiscal year-end | Tier 2 issuers |
| 1-SA | Within 90 days of mid-year mark | Tier 2 issuers |
| 1-U | Within 4 business days of material events | Tier 2 issuers |
| 1-Z | Within 30 days of offering end | All Reg A issuers |
Regulation A+ Compliance: Key Considerations
- EDGAR Access: All forms must be filed through the SEC’s EDGAR system, requiring EDGAR filing codes, such as CIK and CCC. Use a trusted EDGAR filing agent like Colonial Filings to manage formatting and code management.
- State vs Federal Preemption: Tier 2 offerings are exempt from Blue Sky laws in most states, while Tier 1 issuers must comply with state-level securities rules.
- Audit Requirements: Tier 2 issuers must include audited financials in Form 1-K and Form 1-A. Tier 1 issuers are not required to submit audited financials unless required by state law.
- Filing Accuracy: Reg A+ filings are often rejected due to formatting, PDF attachments, or missing exhibits. Partnering with experienced EDGAR compliance experts can reduce rejections and delays.
Get Started With Regulation A+ Filings
Navigating Regulation A forms and deadlines can be overwhelming. Colonial Filings provides full-service EDGAR filing submissions, XBRL tagging, and SEC compliance support tailored to Reg A+ issuers.
Whether you’re preparing a new offering statement, filing Form 1-K, or exiting with Form 1-Z, our expert team ensures you stay compliant, accurate, and investor-ready.
Start your Reg A+ compliance journey today. Contact Colonial Filings to simplify your filings and eliminate guesswork. Contact at 877-285-8605 or click here to get started.
FAQs About Regulation A+ Filings
Q: Do I need a lawyer or accountant to file Reg A+ forms?
A: While it’s not legally required, working with legal and financial professionals ensures accuracy, especially for Form 1-A and 1-K, which involve disclosures and financial audits.
Q: When is audited financial information required?
A: Only Tier 2 offerings require audited financials in Forms 1-A and 1-K.
Q: Can I amend my offering after SEC qualification?
A: Yes. You can file Form 1-A POS to update or modify your offering post-qualification.
Q: What happens if I miss a filing deadline?
A: Missing a deadline may lead to SEC compliance issues, investor concerns, and halted fundraising. Prompt correction is advised.
