Capital Raising Counsel
Crowdfunding Reg CF and Reg A Attorney in Dallas, Texas
Your Guide to Regulation Crowdfunding Offerings
Raising capital through Regulation Crowdfunding (Reg CF) or Regulation A allows companies to reach a broad pool of investors while remaining compliant with federal securities laws. At Wallace Law PLLC, we guide Dallas founders and growing businesses through every stage of these offerings, from preparing disclosures to filing with the SEC.
These exemptions can open doors that traditional financing cannot, but the rules are detailed and missteps carry real consequences. Our firm helps you weigh the right structure for your raise, draft offering materials, coordinate with broker-dealers or funding portals, and stay compliant after closing so your business keeps moving forward.
Benefits of Working With a Reg CF and Reg A Attorney
Crowdfunding offerings demand careful planning, accurate disclosures, and clean filings. Skilled counsel helps you select between Reg CF and Reg A based on raise size, investor type, and ongoing reporting tolerance. With sound legal guidance, you reduce the chance of enforcement action, protect founders from personal exposure, and present a polished offering that builds investor confidence and supports future funding rounds.
Securities Counsel With Real-World Insight
Understanding Reg CF and Reg A Crowdfunding
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Key Crowdfunding Terms to Know
Form C
The disclosure document filed with the SEC for a Regulation Crowdfunding offering, covering business details, financials, risks, and use of proceeds.
Funding Portal
An SEC-registered online platform that hosts Reg CF offerings and connects issuers with investors under defined rules.
Form 1-A
The offering statement filed for a Regulation A offering, which must be qualified by the SEC before sales can begin.
Accredited Investor
An investor who meets income, net worth, or professional criteria set by the SEC, allowing participation in certain private offerings.
PRO TIPS
Plan Your Financials Early
Reg CF and Reg A both demand reviewed or audited financial statements depending on the raise size. Start the accounting work months before your target launch date. This avoids last-minute delays that can push your offering off schedule.
Match the Exemption to Your Goals
Reg CF works well for smaller, community-driven raises, while Reg A suits larger offerings with broader marketing. Think about your investor mix, raise amount, and reporting tolerance. The right choice shapes everything from disclosures to ongoing compliance.
Mind Your Marketing Language
Every public statement about your offering can be scrutinized by regulators. Keep promotional content factual, balanced, and consistent with your filed disclosures. Coordinate with counsel before publishing pitch decks, social posts, or press releases.
Comparing Full-Service Counsel vs. Limited Help
When Full Offering Counsel Is the Right Call:
Complex Capital Structure
When your company has multiple share classes, SAFEs, convertible notes, or prior investors, the disclosure work becomes far more involved. Full counsel coordinates the cap table, drafts the offering statement, and aligns everything with prior agreements. This protects existing investors and keeps the new raise on solid ground.
Larger Reg A Tier 2 Raises
Tier 2 offerings involve qualified filings, ongoing annual and semiannual reports, and broader marketing rules. Comprehensive counsel manages each phase, from drafting Form 1-A to handling SEC comments. That steady support keeps the offering moving and prepares the company for life as a reporting issuer.
When a Lighter Engagement May Work:
Small Reg CF Raises
For modest Reg CF raises with a simple cap table, a targeted engagement may be enough. Counsel can review the Form C, confirm portal terms, and answer focused questions. This option keeps costs manageable while still protecting the company from common filing mistakes.
Document Review Only
Some companies prepare initial drafts internally and want a legal review before filing. A limited review can catch disclosure gaps, risky marketing claims, and structural issues. This works best when leadership is comfortable handling the bulk of the offering work in-house.
Common Situations That Call for Crowdfunding Counsel
Why Choose Wallace Law PLLC for Your Crowdfunding Offering
Wallace Law PLLC focuses on giving Dallas businesses clear, practical guidance through the entire crowdfunding process. We take time to understand your goals, then build an offering plan that fits your stage, industry, and investor base. From the first strategy call through closing, we keep communication direct and free of unnecessary jargon.
Our team coordinates with auditors, funding portals, and marketing partners so the moving parts stay aligned. Steven E. Wallace, Esq. personally oversees offering documents, SEC filings, and ongoing reporting matters. The result is a smoother raise, fewer surprises, and a stronger foundation for future financing rounds and long-term company growth.
Call 888-430-4353 to Discuss Your Offering
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FAQS
What is the difference between Reg CF and Reg A?
Regulation Crowdfunding allows companies to raise a smaller annual amount from both accredited and non-accredited investors through registered funding portals. The process centers on a Form C filing with the SEC and is well suited to community-driven raises. Regulation A, sometimes called a mini-IPO, permits much larger offerings under Tier 2 and includes broader marketing freedoms. It requires SEC qualification of a Form 1-A and ongoing periodic reports, making it a stronger fit for growth-stage companies.
How much can my company raise under Regulation Crowdfunding?
Under current Regulation Crowdfunding rules, companies can raise up to the SEC’s annual cap, which is adjusted for inflation. The exact figure should be confirmed before launch since the limit can change. Wallace Law PLLC reviews your funding needs and prior raises to confirm you remain within the limit. We also look at investor caps that apply to individual purchasers based on income and net worth.
Do I need audited financials for a Reg A offering?
Reg A Tier 1 offerings generally require reviewed financial statements, while Tier 2 offerings require audited financials prepared under applicable standards. The level of review affects timing and budget. We coordinate with your accountants early so the financial work fits into the overall offering schedule. Clean, timely financials help reduce SEC comments and keep your qualification on track.
Can non-accredited investors participate in Reg CF and Reg A?
Yes, both Reg CF and Reg A allow non-accredited investors to participate, which is one reason these exemptions are popular for community-based raises. Each has investor protection rules built in. Reg CF applies investment limits based on income and net worth for non-accredited investors. Reg A Tier 2 also imposes limits for non-accredited investors, though accredited investors generally face no such cap.
How long does a Reg A qualification take with the SEC?
Reg A qualification typically takes several months from initial Form 1-A filing to SEC qualification. Timing depends on the complexity of the offering, financial statements, and how quickly comments are addressed. Wallace Law PLLC works to keep responses to SEC staff prompt and complete. Early planning, clean financials, and clear disclosures all help shorten the path to qualification.
What ongoing reporting is required after a Reg A Tier 2 offering?
After a Reg A Tier 2 offering, companies must file annual reports on Form 1-K, semiannual reports on Form 1-SA, and current reports on Form 1-U when triggering events occur. These reports keep investors informed. We help clients set up internal processes to gather the needed information and meet deadlines. Staying current on reporting maintains the exemption and supports investor trust.
Can I advertise my crowdfunding offering publicly?
Both Reg CF and Reg A allow public marketing, but the rules differ. Reg CF communications outside the funding portal are limited to brief tombstone-style notices directing investors to the portal. Reg A allows broader testing-the-waters communications and ongoing marketing once qualified, but every statement must remain consistent with filed disclosures. Counsel review of marketing materials helps avoid regulatory missteps.
What is a funding portal and do I have to use one?
A funding portal is an SEC-registered online platform that hosts Reg CF offerings and handles investor onboarding, payments, and required disclosures. Using a registered intermediary is mandatory for Reg CF. We help clients evaluate funding portals based on fees, investor reach, and operational fit. Choosing the right portal can significantly affect the success of your raise.
Can my Dallas business use Reg CF and Reg A together?
Companies sometimes use Reg CF early in their growth and later move to Reg A as they scale. Each exemption stands on its own and must be planned separately, but they can be part of a long-term capital strategy. Wallace Law PLLC helps Dallas businesses sequence offerings, manage cap table changes, and prepare for the heavier disclosure work of Reg A when the time is right. Long-term planning protects both the company and prior investors.
How much does it cost to launch a crowdfunding offering?
Costs vary based on the exemption, the size of the raise, and the complexity of the company. Reg CF tends to be lighter on legal and accounting costs, while Reg A involves more significant filings and audits. During an initial consultation, we walk through expected legal, accounting, portal, and marketing costs. A clear budget from the start helps avoid surprises and supports a successful launch.