Reg A+ and Form D
Two routes to raising capital without a full registration. One is a limited public offering; the other is a private placement with a short notice filing.
MadStockAlerts Research · Updated August 28, 2026
What to take away
- Regulation A+ permits a limited public offering with reduced disclosure.
- Regulation D permits private placements, with a Form D notice filed afterwards.
- A Form D is a notice, not a registration, and contains very little.
- Reg A+ tiers differ in size limit, ongoing reporting and state preemption.
- Both routes involve less disclosure than a registered offering.
MAD Academy Training Video · 0:46
Raising Money Without a Full Registration
Exemptions let companies raise capital with far less disclosure, and the trade-off falls on whoever buys the securities.
This lesson is part of a Stock Alerts + Tools plan.
The two routes
| Regulation A+ | Regulation D | |
|---|---|---|
| Offering type | Public, to any investor | Private, generally to accredited investors |
| Size limit | Tiered, with a stated annual cap | No cap under the most-used exemption |
| Disclosure | An offering circular reviewed by the staff | Whatever the issuer chooses, subject to antifraud rules |
| Filing | Form 1-A, and ongoing reports for the higher tier | Form D, a short notice filed after the first sale |
| Resale | Generally freely tradeable | Restricted securities, subject to Rule 144 |
The third row is where the difference in protection sits. A Reg A+ offering circular is reviewed; a private placement memorandum is not filed at all and is not reviewed by anyone.
What a Form D actually says
A Form D is a notice filing of a few pages. It states the issuer's name and address, the exemption relied on, the type of security, the total offering amount, the amount sold and the number of investors.
- It is filed after the first sale rather than before the offering.
- It contains no financial statements and no description of the business.
- It is nonetheless the only public record that a private raise occurred.
- For a public company raising privately, it appears alongside the ordinary filings.
The third item is why it is worth knowing about. A Form D is thin and it is a dated public record of a capital raise, which for a small public company is a material event.
The Reg A+ tiers
| Tier 1 | Tier 2 | |
|---|---|---|
| Annual limit | Lower | Higher |
| Audited financials | Not required | Required |
| Ongoing reporting | None | Semi-annual and annual reports |
| State review | Applies | Preempted |
| Investment limits for non-accredited investors | None federally | Apply |
The second row is the substantive difference for a reader. A Tier 1 offering can be made without audited financial statements, which is a materially lower standard than anything else described in this pillar.
The general caution
Both routes are legitimate and widely used. They also involve less information, less liquidity and, for Regulation D, securities that cannot be freely resold. Each of those is a real constraint rather than a formality, and each is disclosed.
Accredited investors, and why the line exists
Most private placements are offered only to accredited investors, a category defined by income, net worth or professional qualification. The reasoning is that the exemption from registration removes the disclosure protections, so participation is limited to those presumed able to bear the risk and to obtain information themselves.
| Qualifying route | Broad basis |
|---|---|
| Income | Above a stated threshold for the past two years, with an expectation of the same |
| Net worth | Above a stated threshold, excluding a primary residence |
| Professional qualification | Holding certain securities licences |
| Entity status | Certain institutions, and entities above an asset threshold |
The thresholds are set in the rules and have been the subject of long-running debate, since they are not indexed and the qualifying population therefore grows over time as incomes and asset prices rise.
The practical point for anyone approached about a private offering is that the accreditation question is a legal requirement rather than a formality, and an offering that does not ask it is not following the exemption it is relying on.