Regulation Comparison Center
Reg-CF · Reg-D 506(b) · Reg-D 506(c) · Reg-A+ Tier 1 · Reg-A+ Tier 2 · Tokenized Securities (2026)
Choosing the right securities exemption is the most consequential decision in any capital raise. The wrong choice can limit your investor pool, restrict your marketing strategy, add months to your timeline, or increase your legal costs by 10x. This page provides a definitive side-by-side comparison of every major SEC exemption framework used in equity crowdfunding and private placements — so you can match your offering to the right regulatory path before engaging counsel or marketing partners.
| Feature | Reg-CF | Reg-D 506(b) | Reg-D 506(c) | Reg-A+ Tier 1 | Reg-A+ Tier 2 | Tokenized / Reg-S |
|---|---|---|---|---|---|---|
| Maximum Raise (12 months) | $5M | Unlimited | Unlimited | $20M | $75M | Unlimited |
| Investor Eligibility | Accredited + Non-accredited | Accredited (+ 35 sophisticated non-acc) | Accredited only (verified) | Accredited + Non-accredited | Accredited + Non-accredited | Non-US investors primarily |
| General Solicitation Permitted | No | No | Yes | Yes | Yes | Limited |
| Paid Advertising Allowed | Yes (restricted) | No | Yes | Yes | Yes | Limited |
| Required SEC Filing | Form C | Form D | Form D | Form 1-A (Tier 1) | Form 1-A (Tier 2) | Varies |
| Audited Financials Required | No | No | No | CPA review | Yes (audited) | Varies |
| Funding Portal Required | Yes | No | No | No | No | No |
| Blue Sky (State) Laws | Preempted (federal) | Preempted (NSMIA) | Preempted (NSMIA) | State-by-state review | Preempted | Varies by jurisdiction |
| Typical Legal Cost | $5K–$30K | $10K–$50K | $10K–$50K | $30K–$80K | $50K–$150K | $50K–$200K |
| Typical Marketing Budget | $10K–$60K | N/A (no public ads) | $50K–$300K | $50K–$200K | $100K–$500K+ | $30K–$150K |
| Time to Launch | 4–8 weeks | 1–2 weeks | 2–4 weeks | 3–6 months | 4–8 months | Varies |
| Best For | Community brands, consumer, early stage | Private networks, friends & family | Scalable accredited raise, real estate, fintech | Regional retail raise | Large public offering, retail investors | International investors, tokenized RWA |
| Growth Turbine Supports | Yes | Limited | Yes | Yes | Yes | Yes |
All figures reflect 2026 SEC regulations. Legal and marketing cost ranges are estimates based on Growth Turbine campaign experience and are not legal advice. Consult qualified securities counsel before selecting an exemption.
Frequently Asked Questions
When should I choose Reg-CF over Reg-D 506(c)?
Choose Reg-CF when your target investors include non-accredited individuals, your brand has consumer appeal (fans, customers, community), or your raise target is under $5M. The portal requirement (Wefunder, StartEngine, Republic) provides built-in credibility and a captive investor audience. Choose Reg-D 506(c) when you need to raise beyond $5M, prefer to control the investor experience outside a third-party portal, and are targeting exclusively accredited investors who you can verify independently.
What is the difference between Reg-D 506(b) and 506(c)?
The critical difference is general solicitation. Reg-D 506(b) prohibits any public advertising — you can only approach investors with whom you have a pre-existing relationship. It allows up to 35 sophisticated non-accredited investors. Reg-D 506(c) permits general solicitation and public advertising on any channel (Google, LinkedIn, Facebook, programmatic), but restricts participation to verified accredited investors only. For companies that want to run digital marketing campaigns, 506(c) is the only viable path.
Is Reg-A+ worth the cost and time?
Reg-A+ Tier 2 is worth the investment if your raise target is $10M or higher and you want to reach retail (non-accredited) investors at scale. The SEC qualification process (4–8 months, $50K–$150K in legal/audit) is a meaningful barrier, but it enables public advertising to the broadest possible investor audience and provides ongoing secondary market trading optionality. For raises under $5M, Reg-CF is almost always more cost-efficient.
Can I switch from one regulation to another mid-campaign?
Switching mid-campaign is operationally complex and rarely advisable. You would need to close the existing offering, file new paperwork, and potentially refund existing investors depending on the timing. The better approach is to structure your offering correctly upfront. Growth Turbine conducts a regulation selection consultation at the start of every engagement to ensure clients choose the right exemption for their capital goals, investor profile, and marketing strategy.
What are Blue Sky laws and do they affect my offering?
Blue Sky laws are state-level securities regulations. Most federal exemptions preempt Blue Sky review: Reg-D 506(b) and 506(c) are preempted by the National Securities Markets Improvement Act (NSMIA) of 1996, Reg-CF is federally preempted, and Reg-A+ Tier 2 preempts state review. The exception is Reg-A+ Tier 1, which requires state-by-state securities review before you can market in that state — making multi-state marketing campaigns significantly more complex. See our full Blue Sky Law compliance guide for details.
How does tokenization fit into these regulations?
Tokenized securities (RWA tokenization, security tokens) are not a separate exemption — they are digital representations of ownership that must be issued under an existing SEC exemption (Reg-D, Reg-A+, Reg-S, or Reg-CF). The choice of exemption determines who can invest, whether you can advertise, and what ongoing reporting is required. Reg-S is commonly used for tokenized offerings targeting non-US investors. Growth Turbine builds marketing campaigns for tokenized offerings under all applicable exemptions.
Explore By Regulation
Reg-CF Marketing Agency
Raise up to $5M from accredited and non-accredited investors on Wefunder, StartEngine, and Republic.
Reg-D 506(c) Marketing Agency
Raise unlimited capital from verified accredited investors with public advertising on Google, LinkedIn, and Facebook.
Reg-A+ Marketing Agency
Raise up to $75M from retail and accredited investors with full public advertising under a qualified SEC offering.
Sale of Tokens / ICO Marketing
Investor acquisition for token sales and ICOs structured under applicable SEC exemptions.
Tokenization of RWA Marketing
Build investor pipelines for tokenized real-world asset offerings under Reg-D, Reg-A+, and Reg-S.
Blue Sky Filings & NSMIA Preemption
Understand which exemptions preempt state securities laws and what marketing teams must know before launching.
Not sure which regulation is right for your raise?
Growth Turbine conducts a regulation selection consultation at the start of every engagement. We help issuers match their capital goals, investor profile, and marketing strategy to the right SEC exemption before spending a dollar on legal or marketing.