How Is the Reg CF $5 Million Limit Calculated? What Counts Toward the 12-Month Cap

The Reg CF limit is a rolling 12-month cap: under Rule 100(a)(1), the aggregate amount an issuer sells in reliance on Section 4(a)(6) during the 12 months before an offer or sale, including the securities offered in that transaction, cannot exceed $5,000,000. Only Regulation Crowdfunding sales count toward it, but sales by affiliates under common control and by predecessors are added in, so the real headroom for a new Form C is $5 million minus everything the issuer group sold under Reg CF in the trailing year.

Most founders know the headline number. Fewer know how it is measured, and the measurement affects three planning decisions: how large the Form C maximum can be, which financial statement tier applies, and when a second Reg CF round becomes possible. This guide walks through the rule text, a worked calculation, and the edge cases that come up in practice.

What the Rule Actually Says

The cap sits in 17 CFR 227.100 (Crowdfunding exemption and requirements). Paragraph (a)(1) conditions the exemption on the aggregate amount of securities sold to all investors by the issuer in reliance on Section 4(a)(6) during the 12-month period preceding the date of the offer or sale, including the securities offered in that transaction, not exceeding $5,000,000.

Four elements of that sentence do most of the work:

• "Sold": the rule text measures securities sold, not amounts discussed, reserved or indicated during testing the waters.
• "In reliance on section 4(a)(6)": only Regulation Crowdfunding sales are counted. Sales under Rule 506(b), Rule 506(c) or Regulation A are not part of this calculation.
• "During the 12-month period preceding": the window is rolling and measured back from the date of each offer or sale, not a calendar or fiscal year.
• "Including the securities offered in such transaction": the current offering is part of the total, which is why the Form C maximum, not just the target, matters.

Paragraph (c) then widens who "the issuer" is. For calculating aggregate amounts under Rule 100(a), the issuer includes all entities controlled by or under common control with it, and any predecessors. Control means the power to direct management and policies, whether through voting securities, contract or otherwise.

What Counts Toward the $5 Million Cap

The exclusion of other exemptions is what makes stacked raises possible. An issuer can raise up to the Reg CF cap on a funding portal while separately selling to accredited investors under Rule 506(c), provided each offering independently satisfies its own exemption. Whether the two offerings integrate is a separate question, covered below.

How to Calculate Your Remaining Reg CF Capacity

1. Map the issuer group. List every entity that controls the issuer, is controlled by it, or sits under common control with it, plus any predecessor. This step catches founders who run more than one company and holding structures that changed shape before a raise.
2. Pull every Reg CF sale for the group. Use the closing dates and amounts sold at each close, not the campaign end date. Rolling closes create several sale dates within one campaign.
3. Set the look-back date. Count back 12 months from the planned offer or sale date of the new round.
4. Sum the sales inside the window. Anything sold before the look-back date drops out.
5. Subtract from $5,000,000. The result is the most the new offering can include, measured against its maximum offering amount, since the offered securities are part of the calculation.
6. Re-run the check for later sale dates. Because the test applies at the date of each offer or sale, a long campaign with several closes can have a different look-back window at each close. Counsel typically confirms the calculation for the specific closing schedule.

A worked example (hypothetical figures)

Consider a hypothetical issuer whose Reg CF history looks like this, planning a new Form C in November 2026:

On those figures, the new offering's maximum could include up to $2,500,000 measured from November 2026. Round 1 is excluded because it falls outside the window, and the subsidiary's raise is included because of common control. If the new campaign stays open into 2027, the January and March 2026 closes progressively age out of the window for later sale dates, which is one reason issuers sometimes time a second round around anniversaries of prior closes. Every figure here is illustrative; an actual calculation depends on the specific closing records and corporate structure.

The Same Aggregation Sets Your Financial Statement Tier

The 12-month aggregate also decides what financial statements the Form C needs. 17 CFR 227.201 (Disclosure requirements), paragraph (t), sets the tier by the offering amount together with all other Section 4(a)(6) sales in the preceding 12 months. Instruction 1 to paragraph (t) adds that if the issuer will accept proceeds above the target, the maximum offering amount is used in the calculation.

Two practical consequences follow. First, a large Form C maximum can push an issuer into the audit tier even if the target is modest. Second, a prior Reg CF round in the trailing year raises the aggregate for the next one, which can move a repeat issuer into a higher tier than the new round alone would suggest. The first-time issuer accommodation also only applies to issuers that have not previously sold under Section 4(a)(6), and Rule 100(c) applies the affiliate and predecessor definition to that question as well. Our guide to Reg CF financial statement requirements covers the tiers in more depth.

Edge Cases That Change the Math

Oversubscription

Rule 201(h) requires the Form C to state whether the issuer will accept investments above the target and, if so, the maximum it will accept and how oversubscriptions are allocated. Because the offered securities count toward the cap, the stated maximum is effectively what has to fit within remaining capacity. See what happens if your raise is oversubscribed for allocation mechanics.

Crowdfunding vehicles

Rule 100(d) states that a crowdfunding vehicle, as defined in Rule 3a-9 under the Investment Company Act, is not considered an investor for purposes of Regulation Crowdfunding. A vehicle structure changes how investors appear on the cap table; it does not create a second $5 million allowance. Our Reg CF SPV explainer walks through the structure.

Multiple platforms

The instruction to Rule 100(a)(3) prohibits conducting an offering or concurrent offerings in reliance on Section 4(a)(6) using more than one intermediary. Splitting a raise across two funding portals is not a way to add capacity.

Reorganizations

Because predecessors are included, converting an LLC to a C-corporation, or moving operations into a new holding company, typically does not reset the 12-month history. Counsel usually reviews the predecessor analysis when the corporate structure changed in the prior year.

Raising Beyond $5 Million: Concurrent Offerings and Integration

Issuers that need more than the Reg CF cap commonly pair the crowdfunding round with a Rule 506(c) offering for accredited investors or move to Reg A+, which has a separate limit. Rule 100(e) points to 17 CFR 230.152 (Integration) to decide whether offerings should be treated as one.

Under Rule 152(a), offerings are not integrated if the issuer can establish that each complies with its own exemption. For two concurrent offerings that both permit general solicitation, Rule 152(a)(2) adds that general solicitation materials for one offering that include material terms of the other may constitute an offer in that other offering, which then has to meet that exemption's own requirements, including legends and communications restrictions. In practice, this shapes how Reg CF campaign pages, ads and investor emails reference a parallel 506(c) round. Our article on concurrent offerings and Rule 152 integration covers the safe harbors in detail.

How the Cap Shapes the Marketing Plan

The capacity number feeds directly into campaign planning:

• Audience sizing: the Form C maximum sets the ceiling for retail demand the campaign is built to absorb. Waitlist targets, ad budgets and email sequences are typically sized against that ceiling rather than an aspirational raise figure.
• Investor routing: where a concurrent 506(c) round exists, accredited investors who want larger allocations are often routed to the separate offering, with messaging reviewed for Rule 152(a)(2) consequences.
• Timing: a follow-on Reg CF round planned near the anniversary of prior closes may have more capacity a few weeks later than it does today.

Separately, Rule 100(a)(2) limits how much each non-accredited investor can put into Reg CF offerings across all issuers in a 12-month period. That is an investor-level limit, distinct from the issuer-level cap. Our Reg CF investment limits guide explains it.

Frequently Asked Questions

Do Reg D sales count toward the Reg CF $5 million limit?

No. Rule 100(a)(1) counts only securities sold in reliance on Section 4(a)(6), the Regulation Crowdfunding exemption. Sales under Rule 506(b), Rule 506(c) or Regulation A are outside that calculation, although concurrent offerings still raise an integration question under Rule 152.

Is the Reg CF limit per calendar year or a rolling 12 months?

It is a rolling window. Rule 100(a)(1) looks back over the 12-month period preceding the date of each offer or sale, so prior Reg CF sales drop out of the calculation 12 months after they were made, not at the end of a calendar or fiscal year.

Does the Form C maximum or the target count toward the cap?

Rule 100(a)(1) includes the securities offered in the transaction, so issuers generally size the maximum offering amount to fit within remaining capacity. For financial statement purposes, Instruction 1 to Rule 201(t) expressly uses the maximum when the issuer will accept oversubscriptions.

Do affiliated companies share one Reg CF limit?

For the aggregate calculation, yes. Rule 100(c) defines the issuer to include all entities controlled by or under common control with it, plus predecessors. Founders running several companies, or issuers that recently reorganized, typically have counsel confirm which entities fall inside that definition.

Can a company raise more than $5 million while running a Reg CF campaign?

Issuers commonly run a concurrent offering under another exemption, such as Rule 506(c) for accredited investors, because those sales do not count toward the Reg CF cap. Each offering has to satisfy its own exemption, and Rule 152 governs whether the offerings are integrated, so the structure is usually set with securities counsel.

Plan the Raise Around Real Capacity

The $5 million figure is a ceiling, not a target, and the usable number depends on the issuer group's trailing 12-month Reg CF history. Growth Turbine has provided marketing support across more than $540M in issuer-reported totals, and we build Reg CF campaign plans around the capacity and disclosure tier counsel confirms. We are a marketing agency, not a law firm, funding portal or broker-dealer, so the calculation itself stays with issuer counsel.

See how we approach crowdfunding campaigns on our Reg CF marketing services page, or review our Reg D 506(c) marketing services if you are pairing the round with an accredited offering. When you are ready, contact our team to discuss your raise.

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.