Business Update: SEC Adopts Amendments to Exempt Offering Framework

The SEC recently adopted rule amendments to the current exemptions from registration under the Securities Act. The amendments are part of the SEC’s continued efforts to modernize and improve its rules. Among other things, the amendments will increase the offering and individual investment limits for certain exempt offerings as follows:

Regulation A

The maximum offering amount under Tier 2 of Regulation A will increase:

  • From $50 million to $75 million.
  • For secondary sales, from $15 million to $22.5 million.

Regulation Crowdfunding

For Regulation Crowdfunding, the amendments:

  • Raise the offering limit from $1.07 million to $5 million.
  • Amend investment limits for investors by:
    • not applying any investment limits to accredited investors; and
    • allowing non-accredited investors to rely on the greater of their annual income or net worth when calculating the limit on how much they can invest.

Rule 504 of Regulation D

The maximum offering amount under Rule 504 of Regulation D will increase from $5 million to $10 million.

For more information about the rule amendments and exempt offerings generally, please feel free to contact our office.


Patrick Ellis is a Traverse City, Michigan-based attorney counseling founders and businesses across many industries and stages of maturity on corporate formations and governance, investment financing, commercial and strategic transactions, real estate, and day-to-day, operational and legal matters. If you have any questions about the issues addressed in this post, or if you would like a copy of any of the materials mentioned in it, please contact:

Patrick M. Ellis, Esq.
Phone: (231) 947-7900
Email: pmellis@krlawtc.com
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