Reg-CF Ongoing Reporting: Form C-AR Requirements and When You Can Stop Filing

An issuer that has sold securities under Regulation Crowdfunding must file an annual report on Form C-AR with the SEC no later than 120 days after the end of each fiscal year, and post that report on its own website. The obligation is not permanent: it ends when one of five specific conditions in 17 CFR 227.202(b) is satisfied, after which the issuer files a Form C-TR to notify investors that reporting will cease.

This is the part of a Reg-CF raise founders consistently under-plan. The campaign gets months of attention; the reporting tail that follows gets none — until a delinquent filing history blocks the next raise. Below: what Form C-AR contains, the exit conditions, what delinquency costs, and how Reg-CF compares to Reg-A+ and Reg-D.

What Form C-AR requires

Rule 202(a) sets the content. The annual report combines financial statements with a defined subset of the same disclosure items that appear in the original Form C offering statement — it is not a free-form update letter.

The certification mechanism is worth reading closely. An issuer with no reviewed or audited financials can file officer-certified statements — but if reviewed or audited statements exist, the rule directs that those be used. That interacts directly with the financial-statement tier an issuer landed in at the time of the raise, which we broke down in Reg-CF financial statement requirements: audited vs. reviewed.

The five ways the reporting obligation ends

Rule 202(b) is exhaustive. An issuer continues to comply with the ongoing reporting requirements until one of the following occurs:

1. Exchange Act reporting begins. The issuer becomes required to file reports under Section 13(a) or Section 15(d) of the Exchange Act — typically after an IPO or a Reg-A+ Tier 2 path that pulls the company into full reporting.
2. One annual report filed and fewer than 300 holders of record. The issuer has filed, since its most recent Reg-CF sale, at least one annual report under this rule and has fewer than 300 holders of record.
3. Three annual reports filed and total assets at or below $10,000,000. The issuer has filed, since its most recent Reg-CF sale, the annual reports required for at least the three most recent years and has total assets that do not exceed $10,000,000.
4. All Reg-CF securities repurchased. The issuer or another party repurchases all of the securities issued in reliance on Section 4(a)(6), including payment in full of debt securities or complete redemption of redeemable securities.
5. Liquidation or dissolution. The issuer liquidates or dissolves its business in accordance with state law.

Two structural details follow from the wording. First, the clock on conditions 2 and 3 resets with each new Reg-CF sale — the counting runs "since its most recent sale of securities pursuant to this part," so a follow-on Reg-CF round restarts the annual-report count. Second, eligibility to stop does not stop the obligation automatically. Rule 203(b)(3) requires an issuer that becomes eligible to terminate to file Form C: Termination of Reporting (Form C-TR) within five business days of becoming eligible, to advise investors that reporting will cease.

The 300-holders-of-record test also deserves attention at the structuring stage. Whether a raise produces hundreds of direct holders or a single custodial or special-purpose vehicle holder on the cap table is a function of how the intermediary structures the offering — a pre-launch decision that determines which exit condition is realistically available years later.

What delinquency actually costs

The enforcement lever here is eligibility, not penalty. Under 17 CFR 227.100(b)(5), the crowdfunding exemption does not apply to an issuer that has sold securities under Section 4(a)(6) and "has not filed with the Commission and provided to investors, to the extent required, the ongoing annual reports required by this part during the two years immediately preceding the filing of the required offering statement."

In practical terms: an issuer that skips its Form C-AR filings cannot launch another Reg-CF round until the gap is closed. The rule provides an explicit cure — the instruction to paragraph (b)(5) states that a delinquent issuer can again rely on Section 4(a)(6) once it has filed with the Commission and provided to investors both of the annual reports required during the two years immediately preceding the filing of the offering statement. Delinquency is curable, but the cure runs on the issuer's audit and bookkeeping timeline rather than the fundraising timeline — which is where second raises slip a quarter or more.

There is a second, non-regulatory cost. A public filing history is part of the diligence record for every subsequent capital event, and later-stage investors, acquirers and Reg-A+ underwriters can see whether an issuer filed on time. Across more than 200 campaigns supported, the issuers that treat the annual report as an investor-relations asset rather than a compliance chore are the ones with a warm base to re-market to when they return for a follow-on round — a dynamic we cover in the Reg-CF to Reg-A+ conversion framework.

Reg-CF vs. Reg-A+ vs. Reg-D: ongoing obligations compared

Ongoing reporting load differs sharply across exemptions, and it is one of the more commonly underweighted inputs when issuers choose a path.

The full mechanics on the Reg-A+ side are in Reg-A+ ongoing reporting: Form 1-K, 1-SA and 1-U requirements. Reg-CF's annual obligation is the lightest of the three, and it still defeats issuers who never budgeted for it.

An operating cadence that keeps filings current

Issuers that stay current tend to run the same sequence rather than treating the report as an annual fire drill.

1. Set the 120-day date the week the raise closes. The deadline is a function of fiscal year end, not close date, so the first Form C-AR due date is knowable on day one.
2. Decide the financial-statement path early. Whether the issuer will have reviewed or audited statements available determines whether officer certification applies, and accountant availability is the constraint that drives timing.
3. Pull the Rule 201 items forward. The enumerated paragraphs required in the annual report largely mirror the original Form C. Maintaining a living version of cap table, officer, and related-party disclosure makes the filing an update rather than a reconstruction.
4. Publish to the issuer website in the same session as the EDGAR filing. The website posting is a separate requirement under Rule 202(a) and is the element most often missed.
5. Send the report to the investor base. Nothing in the rule requires a distribution email, but the annual report is the single best-timed touchpoint an issuer has with retail holders between raises.
6. Track eligibility to terminate. Holder count, total assets, and annual reports filed since the most recent sale determine when Rule 202(b) is satisfied — and the Form C-TR deadline is five business days from that point.

Where issuers get tripped up

• Filing on EDGAR only. The website posting requirement is independent of the SEC filing.
• Assuming an undersubscribed raise ends the obligation. The trigger in Rule 202(a) is having offered and sold securities under Section 4(a)(6) — an offering that closed with proceeds creates the reporting tail regardless of size.
• Treating eligibility to terminate as automatic. Without the Form C-TR filing, investors have no notice that reporting stopped, and the record shows a gap rather than a clean exit.
• Forgetting that a new Reg-CF sale resets the count. Conditions 2 and 3 both measure from the most recent Reg-CF sale.
• Discovering delinquency during the next raise. Rule 100(b)(5) is checked at the offering-statement stage, which is exactly when the timeline has no slack.

Frequently Asked Questions

When is Form C-AR due?

Form C-AR is due no later than 120 days after the end of the fiscal year covered by the report, under 17 CFR 227.203(b)(1). The deadline runs from fiscal year end, not from the date the offering closed. The report must also be posted on the issuer's own website under Rule 202(a).

Does a Reg-CF issuer need audited financial statements for the annual report?

Not necessarily. Rule 202(a) permits financial statements certified by the principal executive officer to be true and complete in all material respects. However, if the issuer has financial statements that have been reviewed or audited by an independent public accountant, the rule requires that those statements be provided and the officer certification is not required.

How does a Reg-CF issuer stop filing annual reports?

Reporting continues until one of the five conditions in Rule 202(b) is met: the issuer becomes an Exchange Act reporting company; it has filed at least one annual report since its most recent Reg-CF sale and has fewer than 300 holders of record; it has filed annual reports for the three most recent years since its most recent sale and has total assets not exceeding $10,000,000; all Reg-CF securities are repurchased or redeemed; or the issuer liquidates or dissolves under state law. An eligible issuer then files Form C-TR within five business days of becoming eligible.

What happens if a Reg-CF issuer misses its annual report?

Under Rule 100(b)(5), an issuer that has not filed the required ongoing annual reports during the two years immediately preceding a new offering statement cannot rely on the Reg-CF exemption for that offering. The instruction to that paragraph provides a cure: eligibility returns once the issuer has filed with the Commission and provided to investors both annual reports required during that two-year window.

Is Form C-AR the same as the original Form C?

No. Form C is the offering statement filed before a Reg-CF offering commences; Form C-AR is the annual report filed after securities have been sold. Form C-AR requires financial statements plus a defined subset of the Rule 201 disclosure items rather than the complete offering disclosure package.

Do Reg-CF reporting obligations affect a later Reg-A+ or venture round?

Indirectly, yes. There is no rule linking Reg-CF delinquency to other exemptions, but the filing history is public and forms part of the diligence record reviewed in later capital events. A clean, on-time record also preserves credibility with the retail base an issuer may want to re-market to in a follow-on raise.

Plan the reporting tail before the raise, not after it

The annual report is the cheapest compliance obligation in the exempt-offering landscape and the one most likely to be missed, because it comes due long after the campaign team has moved on. Issuers that map the 120-day deadline, the financial-statement path and the Rule 202(b) exit conditions at launch keep the option of a second raise open.

Growth Turbine has provided marketing support across more than $490M in aggregate issuer-reported totals and 200+ campaigns supported across Reg-CF, Reg-D 506(c), Reg-A+ and tokenized securities offerings. If a Reg-CF raise is on the roadmap — or a follow-on round is being planned against an existing investor base — our Reg-CF equity crowdfunding marketing team builds the investor-acquisition side of the campaign around the compliance calendar rather than against it, and our broader equity crowdfunding marketing practice covers the path from first raise to follow-on. Talk to our team about where your offering sits.

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.