Raise Capital Confidently
Crowdfunding (Reg CF and Reg A+) Attorney in Dallas, Texas
Your Guide to Reg CF and Reg A+ Crowdfunding Offerings
Raising capital through crowdfunding has opened new doors for startups, growth companies, and entrepreneurs across Texas. Whether you are launching a Regulation Crowdfunding (Reg CF) campaign or pursuing a larger Regulation A+ offering, the rules from the SEC and state regulators are detailed and unforgiving. Wallace Law PLLC helps founders structure compliant offerings that attract investors and protect the company.
Why Crowdfunding Compliance Matters for Issuers
Crowdfunding exemptions look simple from the outside, but a single misstep can void your exemption and create personal liability for officers and directors. Properly structured Reg CF and Reg A+ offerings give you access to retail investors, build a public following around your brand, and create a paper trail that supports future financing rounds. Strong legal groundwork makes your offering investor-ready and audit-ready for what comes next.
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Understanding Reg CF and Reg A+ Crowdfunding
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Key Crowdfunding Terms You Should Know
Form C
Form C is the disclosure document filed with the SEC for a Reg CF offering, containing financials, risk factors, business details, and offering terms made available to investors.
Form 1-A
Form 1-A is the offering statement filed with the SEC for a Regulation A+ raise, including the offering circular, financial statements, and exhibits the SEC must qualify before sales begin.
Funding Portal
A funding portal is an SEC- and FINRA-registered intermediary that hosts Reg CF offerings online, handling investor onboarding, payments, and certain compliance tasks for issuers.
Testing the Waters
Testing the waters lets an issuer gauge investor interest before or during a Reg A+ or Reg CF filing through permitted communications, helping confirm demand before committing to full offering costs.
PRO TIPS
Start Compliance Early
Begin legal and accounting work well before your planned launch date. Audited or reviewed financials, cap table cleanup, and corporate housekeeping take time. Starting early prevents last-minute filing delays and helps you launch on schedule.
Choose the Right Exemption
Reg CF and Reg A+ each have different cost, disclosure, and investor limits. Match the exemption to your capital needs, investor profile, and growth timeline. Choosing wisely upfront saves money and avoids restructuring mid-raise.
Document Every Communication
Marketing rules for crowdfunding are strict and regulators review social media, podcasts, and press. Keep records of every public statement, ad, and investor email. Solid documentation supports your offering and protects against later disputes.
Comparing Crowdfunding Paths: Reg CF vs. Reg A+
When Full-Service Legal Support Is Needed:
Larger Offerings and Public Marketing
Reg A+ raises and high-profile Reg CF campaigns involve significant disclosures, audited financials, and broad public marketing. Each piece of investor communication must be reviewed for accuracy and compliance. Full-service counsel keeps the offering coordinated and protects against costly enforcement issues.
Complex Capital Structures
Companies with prior SAFEs, convertible notes, multiple share classes, or international investors need careful planning before launching a crowdfunding raise. Disclosure and dilution analysis become much more involved. Dedicated counsel helps clean up the cap table and align all instruments with the new offering.
When a Streamlined Approach Works:
Smaller Reg CF Test Raises
If you are raising a modest amount through Reg CF with a simple cap table and one class of security, a focused legal scope may be enough. The portal handles much of the investor mechanics. Targeted counsel can confirm filings and disclosures without a full corporate overhaul.
Document Review Only
Some founders draft their own Form C with portal templates and need only a legal review. A focused review confirms accuracy, identifies risks, and flags any gaps. This approach can work when your team has prior offering experience and the deal terms are straightforward.
Common Situations Where Clients Need Our Help
Why Choose Wallace Law PLLC for Your Crowdfunding Offering
Wallace Law PLLC combines deep securities knowledge with hands-on experience helping Texas entrepreneurs raise capital. We understand the SEC rules, state notice filings, and the practical realities of running a public-facing campaign. From day one, we work as part of your team, aligning legal strategy with your fundraising goals, timeline, and marketing plan for a successful close.
Steven E. Wallace, Esq. delivers responsive, founder-focused counsel without big-firm overhead. We offer transparent fee arrangements, clear timelines, and direct attorney access throughout your raise. Whether you are pursuing Reg CF, Reg A+, or evaluating which path fits best, we provide the guidance you need to launch confidently and stay compliant after closing the round.
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FAQS
What is the difference between Reg CF and Reg A+?
Reg CF allows up to $5 million annually from any investor through a registered funding portal or broker-dealer, with scaled disclosures and lighter ongoing reporting. It is generally faster and less expensive to launch, making it popular with early-stage companies and community-driven brands. Reg A+ allows up to $75 million annually in Tier 2, requires audited financials, SEC qualification of Form 1-A, and ongoing public reporting. It functions like a mini-IPO and suits companies seeking broader investor reach, larger checks, and a more institutional profile.
How much can I raise under Regulation Crowdfunding?
Under current SEC rules, an issuer may raise up to $5 million in any rolling 12-month period through Regulation Crowdfunding. The exact disclosure requirements scale based on how much you raise, with smaller offerings facing lighter financial statement obligations. Individual investor limits also apply, based on annual income and net worth for non-accredited investors. Accredited investors generally do not face investment caps. We help you plan offering size, investor mix, and disclosures to stay within the rules.
Do I need audited financial statements for a crowdfunding raise?
For Reg CF, financial statement requirements scale with offering size. Smaller raises may need only CEO-certified financials, while mid-sized offerings require CPA review and larger raises within the same 12 months require audited statements. Reg A+ Tier 1 generally requires reviewed financials, while Tier 2 requires audited financial statements. Engaging an accountant early is important so your books align with the chosen exemption and your launch timeline is not delayed.
How long does a Reg A+ offering take to qualify?
Most Reg A+ offerings take three to six months from initial planning to SEC qualification. Timing depends on the complexity of your business, financial statement readiness, SEC comments, and how quickly your team responds to questions. Factors that extend timelines include first-time audits, complex cap tables, related-party transactions, and intellectual property issues. Strong preparation and a coordinated legal, accounting, and marketing team keep the process on track.
Can I advertise my Reg CF or Reg A+ offering on social media?
Yes, but advertising is heavily regulated. For Reg CF, communications outside the funding portal are limited to short notices directing investors to the portal, plus permitted testing-the-waters statements at certain stages of the offering. Reg A+ allows broader marketing, including public ads, podcasts, and influencer content, but all communications must be consistent with the filed offering circular. We review your campaign materials to confirm they meet SEC rules and reduce enforcement risk.
What is testing the waters and when is it allowed?
Testing the waters lets an issuer share basic information about a potential offering with prospective investors to gauge interest before fully committing to filing costs. The SEC permits this in both Reg CF and Reg A+ within defined rules. All testing-the-waters materials must include required legends, avoid misleading claims, and be filed or retained as required. Done well, this strategy helps validate demand, refine messaging, and build an early investor list before launch.
Do Texas issuers need to make state filings for crowdfunding?
Reg CF and Reg A+ Tier 2 generally preempt state securities registration for the sale of securities, which simplifies the process for Texas issuers raising from out-of-state investors. However, certain notice filings and fees may still apply. Reg A+ Tier 1 offerings remain subject to state blue sky review in each state where you offer securities, including Texas. We coordinate state notice filings, fees, and ongoing obligations as part of our crowdfunding service.
What ongoing reporting is required after a Reg A+ offering?
Reg A+ Tier 2 issuers must file annual reports on Form 1-K, semiannual reports on Form 1-SA, current event reports on Form 1-U, and special financial reports when applicable. These requirements continue until properly terminated. Reg CF issuers file annual reports on Form C-AR until certain termination conditions are met. We help build a reporting calendar so your team knows what is due, when, and how to coordinate with auditors and the SEC.
Can I run a Reg CF or Reg A+ alongside a Reg D offering?
Yes, but careful planning is required. SEC integration and concurrent offering rules govern how Reg CF, Reg A+, Reg D, and other exemptions interact. Missteps can cause exemptions to be lost and create liability for the issuer. With proper structuring, many companies successfully run a Reg D 506(c) raise to accredited investors alongside a Reg CF or Reg A+ campaign aimed at the general public. We design the structure, disclosures, and timing to keep each offering compliant.
What does a crowdfunding attorney typically cost?
Crowdfunding legal fees vary based on offering type, complexity, and the scope of services. A streamlined Reg CF raise with a simple cap table generally costs less than a Reg A+ offering, which requires more extensive disclosures, audits, and SEC interaction. Wallace Law PLLC offers transparent fee arrangements, including flat fees for defined deliverables when appropriate. After a brief consultation, we provide a clear scope and fee proposal so you can budget your raise with confidence.