Crowdfunding is one of the few routes that lets a company raise from the public without a full registered offering — and the operating conditions are demanding in ways people underestimate. There is a portal or broker-dealer pathway, a disclosure regime that continues after the raise, and hard limits on how much you can raise and from whom.
We work across the two structures that matter in the United States: Reg CF through a registered funding portal or broker-dealer, and Reg A+ for larger raises. Where the raise is being tokenized, the securities question is layered on top of the token design rather than replacing it.
The engagement is built around closeability. A campaign that is legally clean but cannot convert investors is not a raise, and a raise that closes but leaves you non-compliant on ongoing disclosure is a liability with a clock on it.
- You want to raise from the public and are weighing Reg CF against Reg A+ against a traditional private round.
- You intend to operate a funding portal or intermediary rather than just raise as an issuer.
- Your raise involves tokenized instruments and you need the securities position resolved.
- You have closed a crowdfunded raise and need the ongoing disclosure regime handled properly.
Portal or broker-dealer is the first fork
Reg CF requires either a registered funding portal or a broker-dealer. Which one you can realistically obtain — and how long it takes — shapes the entire plan.
Disclosure is ongoing, not one-off
Annual reports, progress updates and material-change disclosure continue after the raise. The reporting burden is designed in from the start, not discovered at the first anniversary.
Reg A+ raises the ceiling, and the cost
For larger raises, Reg A+ offers a qualified offering with a higher cap and a heavier process. The trade is real and should be made deliberately.
- Reg CF / Reg A+ pathway analysis and eligibility assessment
- Portal or broker-dealer registration roadmap, if you are the intermediary
- Offering documentation, Form C / Form 1-A preparation support and financial disclosures
- Investor limits, onboarding and cap-table management design
- Ongoing disclosure, annual reporting and material-change workflow
- Tokenized-offering structuring where the raise uses digital instruments
- 01
Pathway and eligibility
Which regime fits the raise size, the issuer and the investor base — and what has to be true for the issuer to qualify at all.
- 02
Intermediary or issuer
If you are raising, we prepare the issuer side. If you are operating the platform, we build the registration pathway and the compliance framework.
- 03
Prepare the file
Offering documents, financial disclosures, use-of-proceeds and the risk factors a portal or the Commission will actually review.
- 04
Launch and close
Campaign structure, investor onboarding, escrow and settlement coordination through to a completed close.
- 05
Stay compliant
The post-raise reporting cycle, run as an operating process rather than a scramble each year.
Regime selection read
A written comparison of Reg CF, Reg A+ and private alternatives for your raise, with the eligibility gates named.
Offering programme
End-to-end preparation of an issuer raise through to close, including the ongoing disclosure set-up.
Portal pathway
Registration and compliance build for an intermediary intending to operate as a funding portal.
- Raise plans where the issuer cannot produce audited or reviewed financials and will not obtain them.
- Anyone seeking a route that avoids disclosure obligations altogether — the disclosure is the price of the exemption.
The cap is set by the Commission and changes over time, and it sits well below what most growth companies need in a single round. That is why we start with the amount you actually need and work backwards to the right regime, rather than assuming crowdfunding is the answer.
Only if you are acting as an intermediary rather than raising on your own behalf. Issuers do not need to be registered; platforms facilitating other issuers typically do, either as a funding portal or a broker-dealer. The distinction is central and worth settling early.
In principle yes, and it is an increasingly common structure — but the token does not change the securities analysis. The instrument is still a security offered under the regime, and the token mechanics must be consistent with the disclosure and the transfer restrictions.
Ongoing obligations begin: periodic reports, progress updates and disclosure of material changes, generally for at least a year. We set those up as an operating calendar so they are routine rather than a recurring emergency.