How Long Can a Reg-A+ Offering Stay Open? Continuous Offerings Under Rule 251(d)(3)

A qualified Reg-A+ offering can stay open for up to three years from its initial qualification date, but only if it is structured as a continuous offering under Rule 251(d)(3)(i)(F) — and at the moment of qualification, the amount being offered must be an amount the issuer reasonably expects to sell within two years. Staying open is conditional rather than automatic: the issuer must file a post-qualification amendment at least every 12 months to refresh the financial statements, and a Tier 2 issuer may only sell while it is current in its Rule 257(b) annual and semiannual reports.

Most issuers plan a Reg-A+ raise up to the qualification date and treat everything after it as execution. Regulation A does not grant an open-ended selling window: the rule contains three clocks — a two-day start, a two-year expectation, a three-year wall — plus maintenance obligations that, if missed, stop sales without any action by the Commission. A rolling raise is a filing calendar, not just a marketing campaign.

The clocks that govern an open Reg-A+ offering

What makes an offering "continuous" under Rule 251(d)(3)

17 CFR 230.251, Scope of exemption permits continuous or delayed offerings only where the offering statement pertains to one of six enumerated categories — among them securities sold solely by selling securityholders, securities under a dividend reinvestment or employee benefit plan, securities issued on exercise of outstanding options, warrants or rights, securities issued on conversion of other outstanding securities, and pledged collateral.

The category that carries an ordinary issuer raise is the sixth, Rule 251(d)(3)(i)(F). It applies where all of the following hold: the offering commences within two calendar days after qualification, is made on a continuous basis, may continue beyond 30 calendar days from initial qualification, and is offered in an amount that — measured when the offering statement is qualified — is reasonably expected to be sold within two years of initial qualification.

Two points are routinely misread. The two-year test is a reasonableness judgment made once, at qualification, about the amount on the cover of the offering circular — not a deadline that terminates the offering at 24 months. And the two-day commencement condition means a continuous offering cannot be qualified and held in reserve for a later launch, so an issuer controls timing through the qualification date. The Form 1-A qualification timeline is therefore the lever that sets the entire selling window.

The three-year wall, and the 180-day bridge across it

The outside limit is stated plainly: securities may be sold under Rule 251(d)(3)(i)(F) only if not more than three years have elapsed since the initial qualification date of the offering statement under which they are sold. An issuer intending to keep raising past that point files a new offering statement before the period ends. That statement must include all information then required for every offering it covers — a fresh Form 1-A, not a renewal form.

The rule provides a bridge so a lapse in qualification does not force a gap in the raise. Where a new offering statement has been filed, securities covered by the prior statement may continue to be offered and sold until the earlier of the new statement's qualification date or 180 calendar days after the third anniversary of the prior statement's initial qualification date. Unsold securities may be carried into the new statement by identifying that amount on the cover page of the new offering circular or its latest amendment. On qualification, the earlier offering is deemed terminated.

The practical sequencing follows from the dates rather than from preference:

1. Month 30 or earlier. Decide whether the raise continues past three years, since a successor Form 1-A carries then-current financials and needs SEC review time.
2. Before the third anniversary. File the new offering statement. Filing — not qualification — opens the 180-day bridge.
3. Through the bridge. Continue selling under the prior statement while the successor is reviewed, provided every other condition remains satisfied.
4. On qualification. The prior offering terminates by operation of the rule, and sales move to the new statement.

Post-qualification amendments are the maintenance obligation

17 CFR 230.252, Offering statement sets out when a post-qualification amendment must be filed for an ongoing offering. There are two triggers. The first is calendar-driven: at least every 12 months after the qualification date, to include the financial statements that Form 1-A would require as of that date. The second is event-driven: to reflect any facts or events arising after qualification, or after the most recent post-qualification amendment, that individually or in the aggregate represent a fundamental change in the information in the offering statement.

Amendments are filed under cover of Form 1-A and numbered consecutively, and any amendment carrying amended audited financial statements must include the certifying accountant's consent. Because a post-qualification amendment is itself qualified by the Commission, issuers running multi-year raises typically treat the annual amendment as a scheduled, budgeted event with audit lead time built in.

Reporting currency is a condition of selling, not just a disclosure duty

17 CFR 230.257, Periodic and current reporting; exit report requires a Tier 2 issuer with a qualified offering statement to file an annual report on Form 1-K, along with semiannual and current reports. The closing sentence of Rule 251(d)(3)(i)(F) is what makes this structural: securities may be sold under that provision only if the issuer is current in its Rule 257(b) annual and semiannual filings at the time of the sale.

That converts a late filing into a selling stoppage. A Tier 2 issuer that misses a Form 1-K deadline mid-raise does not merely incur a reporting deficiency — it cannot sell under the continuous-offering provision until it is current again, while unpaused acquisition spend keeps producing investors it cannot close. Issuers weighing this burden should review the Form 1-K, 1-SA and 1-U requirements and the Tier 1 versus Tier 2 comparison before committing to a multi-year structure.

Four things a continuous Reg-A+ offering still cannot do

• At-the-market offerings are not permitted. Rule 251(d)(3)(ii) provides that at-the-market offerings, by or on behalf of the issuer or otherwise, are not permitted under Regulation A. A continuous offering is a continuous fixed-price offering.
• The dollar caps still bind. Rule 251(a) limits Tier 1 to $20,000,000 and Tier 2 to $75,000,000, counting aggregate offering price plus aggregate sales under other offering statements in the preceding 12 months and during the current offering. Time does not enlarge the cap.
• Selling securityholders are limited in year one. Rule 251(a)(3) caps the portion of the aggregate offering price attributable to selling securityholders at 30% in the issuer's first Regulation A offering, and in any subsequent one qualified within a year of that first qualification date. Affiliate selling securityholder caps are $6,000,000 within Tier 1 and $22,500,000 within Tier 2.
• The Tier 2 investor limit applies at every sale. For Tier 2 securities not listed on a registered national securities exchange upon qualification, Rule 251(d)(2)(i)(C) conditions each sale on the purchaser being accredited or investing no more than 10% of the greater of annual income or net worth (revenue or net assets for an entity). Rule 251(d)(2)(i)(D) permits reliance on a purchaser representation absent contrary knowledge.

What an always-open offering changes about investor acquisition

A three-year selling window rewards a different marketing structure than a 60-day campaign. A fixed-window raise concentrates spend around a launch and a deadline, using scarcity to compress decisions. A continuous offering has no deadline to borrow urgency from, so the acquisition engine has to sustain qualified investor flow across quarters and survive the periods when the offering circular is being amended.

Three consequences follow. Creative fatigue becomes the binding constraint rather than launch-week reach, so the ad and content library needs a refresh cadence measured in weeks. Retargeting and nurture carry more of the conversion load than first-touch acquisition, because a multi-year window accumulates interested-but-uncommitted investors. And the marketing calendar has to be reconciled against the filing calendar, so spend is not running at full rate when sales are paused for a reporting lapse or pending amendment.

Growth Turbine has supported 200+ campaigns across Reg-CF, Reg-D 506(c), Reg-A+ and tokenized securities offerings, working across 23+ crowdfunding platforms and 25+ industries, and has provided marketing support across more than $490M in aggregate issuer-reported totals. What separates durable continuous raises from stalled ones is rarely the launch — it is whether the acquisition system still works in month 20.

Frequently Asked Questions

How long can a Reg-A+ offering stay open?

Under Rule 251(d)(3)(i)(F), securities may be offered and sold only if not more than three years have elapsed since the initial qualification date of the offering statement. Separately, at the time of qualification, the amount offered must be an amount reasonably expected to be offered and sold within two years of that date. The two-year measure is a reasonableness test applied at qualification; the three-year measure is the outside limit on sales.

Does a continuous Reg-A+ offering have to be amended every year?

Rule 252(f)(2)(i) requires a post-qualification amendment at least every 12 months after the qualification date for ongoing offerings, to include the financial statements that Form 1-A would require as of that date. A further amendment is required under Rule 252(f)(2)(ii) whenever post-qualification facts or events represent a fundamental change in the information in the offering statement. Amendments are filed under cover of Form 1-A and numbered consecutively.

What happens to unsold securities at the end of the three-year period?

An issuer may file a new offering statement before the end of the three-year period, and may carry unsold securities from the prior statement into it by identifying that amount on the cover page of the new offering circular or its latest amendment. Where a new statement has been filed, sales under the prior statement may continue until the earlier of qualification of the new statement or 180 calendar days after the third anniversary of the prior initial qualification date. The earlier offering is deemed terminated when the new statement is qualified.

Can a Reg-A+ issuer run an at-the-market offering?

No. Rule 251(d)(3)(ii) provides that at-the-market offerings, by or on behalf of the issuer or otherwise, are not permitted under Regulation A. The rule defines an at-the-market offering as an offering of equity securities into an existing trading market for outstanding shares of the same class. A continuous Regulation A offering is conducted at a stated price rather than at prevailing market prices.

Does a late Form 1-K stop sales in a continuous Reg-A+ offering?

Rule 251(d)(3)(i)(F) conditions sales under the continuous-offering provision on the issuer being current in its Rule 257(b) annual and semiannual filings at the time of the sale. A Tier 2 issuer that is delinquent therefore cannot rely on that provision for sales made while it is not current. Issuers typically treat the reporting calendar as a gating item for the raise itself and should consult counsel on the effect of any specific delinquency.

Can existing shareholders sell into a continuous Reg-A+ offering?

Regulation A permits selling securityholder participation, but Rule 251(a)(3) caps the portion of the aggregate offering price attributable to selling securityholders at 30% in the issuer's first Regulation A offering, and in any subsequent Regulation A offering qualified within one year of that first qualification date. Separate caps apply to affiliate selling securityholders — $6,000,000 within the Tier 1 limit and $22,500,000 within the Tier 2 limit. The percentage restriction lapses for later offerings qualified more than a year after the first.

Building an acquisition engine that lasts the full window

A continuous Reg-A+ offering converts fundraising from an event into an operating function, and the marketing model has to change with it. Growth Turbine's Reg-A+ equity crowdfunding marketing work is built for offerings that run across quarters rather than weeks: sustained creative production, nurture and retargeting infrastructure for uncommitted investors, and a spend calendar reconciled against filing obligations. For platform selection on a multi-year raise, review the platforms we work across, then get in touch with 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.