Can Non-US Investors Invest in a Reg CF, Reg D, or Reg A+ Offering?

Yes. US securities law restricts who may issue securities under Regulation Crowdfunding, Regulation D, and Regulation A+ — not who may buy them. Nothing in Rule 100 of Reg CF, Rule 501 of Reg D, or Rule 251 of Reg A conditions a purchase on US citizenship or residency, and a non-US investor can generally participate in all three. What stops them in practice is operational: intermediary onboarding and sanctions screening, accredited-investor verification designed around US tax and credit records, payment rails, and the securities law of the investor's own country.

This question gets answered badly online because it is routinely confused with its inverse — whether a foreign company can run a US raise, which we cover separately in international founders raising from US investors. The two sit in different places in the rulebook. Below is where the residency restrictions actually appear, where they do not, and what breaks a cross-border investor funnel in practice. It is informational only; whether a specific offering can accept a specific investor is a question for securities counsel.

Where the Residency Restrictions Actually Sit

Regulation S is the only one of the four whose purchaser test turns on where someone is. The other three regulate the issuer and the conduct of the offering.

Reg CF: The Issuer Must Be US, the Investor Need Not Be

Rule 100(b)(1) provides that the crowdfunding exemption does not apply to an issuer that "is not organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia." That is the only place nationality appears in the applicability section, and it is pointed at the issuer. The excluded-issuer list goes on to cover Exchange Act reporting companies, investment companies, blank-check companies and bad actors — again, all issuer-side tests.

Rule 100(a) sets the limits that do govern purchasers: a $5,000,000 aggregate cap per issuer over a rolling 12 months, and, where the purchaser is not an accredited investor, a per-investor cap across all Reg CF issuers in the preceding 12 months — the greater of $2,500 or 5 percent of the greater of annual income or net worth where either is under $124,000, or 10 percent of the greater of the two (capped at $124,000) where both are at or above $124,000. The rule expresses these in US dollars and says nothing about where the investor lives.

The Intermediary Is the Gatekeeper

Under Rule 303(b), each time before accepting an investment commitment the intermediary must have a reasonable basis for believing the investor satisfies the statutory investment limits, and it may rely on the investor's representations about annual income, net worth and other Reg CF investments. That is a low documentary bar — but it is the portal's call, not the issuer's, and portals layer their own policies on top of the rule.

Most US funding portals restrict or decline non-US investors for reasons unrelated to Rule 100: identity verification against non-US documents, sanctions screening, escrow and ACH rails built for US bank accounts, and the cost of supporting foreign tax documentation. Confirm the portal's actual policy before building the funnel, not after.

Reg D 506(c): Verification Is the Real Friction

The accredited investor definition in Rule 501(a) turns on financial thresholds, entity type and professional credentials. There is no citizenship or residency element, so a non-US individual who meets the income or net-worth tests can qualify.

The friction is in Rule 506(c)(2)(ii), which requires the issuer to take reasonable steps to verify accredited status. The non-exclusive safe-harbor methods are built on US records: IRS forms such as the W-2, 1099, Schedule K-1 and 1040 for the income test, and, for the net-worth test, asset statements plus a consumer report from a nationwide consumer reporting agency for liabilities. A non-US investor typically has neither.

Two things follow. First, the safe harbors are expressly non-exclusive and non-mandatory — the operative standard is "reasonable steps," a principles-based test other evidence can satisfy. Second, the practical route for non-US investors is the third-party confirmation method in Rule 506(c)(2)(ii)(C): written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney in good standing where admitted, or a CPA in good standing under the laws of the place of their residence or principal office, each confirming they took reasonable steps within the prior three months. Note the drafting of that last category: it does not on its face require a US CPA. How those methods apply to a specific non-US investor is a determination for counsel.

For 506(b), there is no verification mandate — but general solicitation is off the table, so the offering has to reach non-US investors through a pre-existing substantive relationship, which is a different acquisition problem entirely.

Reg A+: Qualification, Not Nationality

Rule 251(b)(1) requires the issuer to be an entity organized under the laws of the United States or Canada (or any state, province, territory or possession, or DC) with its principal place of business in the US or Canada. Again: issuer-side.

On the purchaser side, Reg A's only investor-specific limit is in Rule 251(d)(2)(i)(C): in a Tier 2 offering of securities not listed on a registered national securities exchange on qualification, the purchaser must either be an accredited investor or buy no more than 10 percent of the greater of their annual income or net worth. That cap applies by investor profile, not by passport. Reg A+ is therefore the exemption with the cleanest theoretical path for non-US retail participation — the practical constraints move to the transfer agent, the payment processor and the issuer's own KYC posture.

Regulation S Is a Side-Car, Not a Workaround

Issuers often ask whether they can simply run a Regulation S offering alongside the domestic one and funnel non-US investors there. Structurally, yes — and Rule 152(b)(2) helps: offers and sales made in compliance with Rules 901 through 905 will not be integrated with other offerings. That is an explicit non-integration provision, which is why parallel domestic and offshore tranches are a common structure.

But Reg S has conditions the domestic exemptions do not. Rule 903 requires the sale to be made in an "offshore transaction" with no directed selling efforts in the United States. Under Rule 902(h), an offshore transaction requires that the offer is not made to a person in the United States and that the buyer is outside the United States when the buy order originates (or that the seller reasonably believes so).

The definitional trap is Rule 902(k): a "U.S. person" includes "any natural person resident in the United States," along with entities organized under US law and several account and fiduciary categories. The test is residence, not citizenship. A foreign national living in Boston is a U.S. person for Reg S purposes; the Reg S tranche is not where they belong.

The marketing consequence is the hard part. "No directed selling efforts in the United States" constrains a campaign that is, by construction, running US-visible paid media for the domestic tranche. Keeping the tranches separated — audiences, landing pages, creative, geo-targeting and remarketing pools — is a campaign-architecture problem designed in from the start, with counsel setting the boundary.

The Four Things That Actually Stop Non-US Investors

1. Intermediary and platform policy. The portal, broker-dealer or transfer agent decides which countries it will onboard. This is the single most common hard stop, and it is a commercial policy, not a rule in Reg CF.
2. Sanctions and identity screening. US persons — including the issuer and its escrow agent — cannot transact with sanctioned parties or comprehensively sanctioned jurisdictions, and identity verification against non-US documents is materially harder. Expect declines that have no appeal path.
3. Verification and documentation records. For 506(c), the safe-harbor evidence is US tax and credit documentation. Non-US investors route through third-party confirmation instead, which adds cost, time and drop-off to the funnel.
4. The investor's own local law. This is the one issuers underestimate. Marketing a US offering into another country can trigger that country's rules on the issuer, independently of US law. In the UK, an invitation or inducement to invest is a financial promotion under section 21 FSMA that generally requires approval by an FCA-authorised person — see our breakdown of UK crowdfunding financial promotion rules. Comparable prospectus and exemption regimes apply across Canada, the EU and elsewhere.

What This Means for the Marketing Plan

Three decisions follow, and all of them are made before the first dollar of media spend.

• Confirm the intermediary's country list first. Geo-targeting into countries the portal will not onboard produces leads that cannot convert. The eligible-country list is a targeting input, not a post-launch discovery.
• Decide whether non-US demand justifies a Reg S tranche. If it does, the campaign splits into two separately governed funnels, which roughly doubles the creative, landing-page and audience-management workload. If it does not, exclude those geographies cleanly rather than accepting traffic you cannot close.
• Treat local-law clearance as a channel decision. Whether you can run paid media or outbound into a given country is a legal question with a marketing answer attached. Resolve it per market, with counsel, before the media plan is built.

Frequently Asked Questions

Can a foreign citizen invest in a US Regulation Crowdfunding offering?

Nothing in Regulation Crowdfunding conditions a purchase on US citizenship or residency. Rule 100(b)(1) restricts the issuer, which must be organized under and subject to the laws of a US state or territory or the District of Columbia, but imposes no equivalent test on purchasers. Whether a given investor can actually participate is usually decided by the funding portal's own onboarding, identity-verification and sanctions policies.

Do Reg CF investment limits apply to non-US investors?

Yes. The per-investor limits in Rule 100(a)(2) apply to any purchaser who is not an accredited investor, regardless of where they live, and they are calculated from annual income and net worth in US dollars. Under Rule 303(b), the intermediary must have a reasonable basis for believing the investor satisfies those limits and may rely on the investor's representations.

Can a non-US investor qualify as an accredited investor under Rule 506(c)?

The accredited investor definition in Rule 501(a) turns on financial thresholds, entity type and professional credentials, not citizenship or residency, so a non-US individual meeting the tests can qualify. The practical obstacle is verification: the safe-harbor methods in Rule 506(c)(2)(ii) rely on IRS forms and US consumer reports. Those methods are non-exclusive, and third-party written confirmation is the route issuers more often use for non-US investors.

Is Regulation S a way to let foreign investors into a US raise?

Regulation S is a separate offshore offering, not a carve-out from a domestic one, though Rule 152(b)(2) provides that Reg S offers and sales are not integrated with other offerings. Rule 903 requires an offshore transaction with no directed selling efforts in the United States, which constrains campaign structure. It also will not help an investor who is a "U.S. person" under Rule 902(k), a definition that turns on US residence rather than citizenship.

Do I need permission from the investor's home country to market a US offering there?

Possibly. US exemptions govern the offering under US law; they do not displace the securities or financial-promotion rules of the country where the investor is located. The UK, Canada, the EU and many other markets apply their own approval, prospectus or exemption requirements to inbound offering communications. Issuers typically clear each target market with local counsel before running media into it.

Building a Cross-Border Investor Funnel

The legal answer to this question is permissive and the operational answer is not — which is exactly why cross-border investor acquisition is won or lost in the campaign architecture rather than in the exemption analysis. Growth Turbine has provided marketing support across more than $490M in aggregate issuer-reported totals, with 210+ fundraising campaigns managed supported across Reg-CF, Reg-D 506(c), Reg-A+ and tokenized securities offerings, spanning 23+ crowdfunding platforms and 25+ industries.

For how we structure accredited-investor acquisition — including verification-aware funnels and separately governed domestic and offshore tranches — see our Reg D 506(c) marketing services and our equity crowdfunding marketing services. To discuss a cross-border raise, contact our team.

Disclaimer: The information provided in this article is for educational and informational purposes only and does not constitute legal, financial, or investment advice. Always consult with qualified legal counsel and financial advisors before launching a capital raise.