Regulation A Real Estate Crowdfunding

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Contributor, Benzinga
Updated: May 18, 2022

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Looking to raise money as a real estate company? Or maybe you’re an investor looking for a new opportunity. Either way, real estate crowdfunding offers the potential for payout. 

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Crowdfunding works by raising money from a large number of investors each contributing relatively smaller amounts. It can be conducted via the internet and for a comparatively low cost. Crowdfunding can be a great way for companies to bring in funds and for investors to buy into new companies. 

Crowdfunding comes with several government regulations. One is known as Regulation A or Reg A+. Learning more about Regulation A can help you decide whether to invest in it or use it for your firm.

What is Regulation A or Reg A+?

Formerly known as Securities and Exchange Commision (SEC) Regulation A, this amendment began under the Securities Act of 1933. Reg A+ is the most recent, updated version from 2015 and is currently an evolution of the 2012 Jumpstart Our Business Startups (JOBS) Act.

Regulation A gives crowdfunding companies an exemption from registration for public offerings. This can be done by either registering or meeting the requirements for Regulation A. 

According to the SEC, Regulation A has 2 offering tiers: Tier 1 is for offerings up to $20 million in a 12-month period; and Tier 2 is for offerings up to $50 million in a 12-month period. In the case of offerings of up to $20 million, companies can elect to proceed under the requirements for either Tier 1 or Tier 2. Tier 1 is typical for local investing, while Tier 2 is ideal for investments across multiple states and the entire nation. 

In many ways, a Regulation A offering can be thought of as a mini initial public offering (IPO). While your company is selling shares through stocks, the registration process is streamlined and therefore less labor-intensive than a traditional IPO. You also have the freedom to test the waters and try out whether it’s a good fit. 

Regulation A is intended for small and medium-sized companies. It provides them with an exemption to sell shares to both accredited and nonaccredited investors — whereas before they were only able to sell to accredited investors. 

Accredited investors are individuals with a net worth above $1 million or with an annual income of at least $200,000 over the past 2 years. They are assumed to have more knowledge about investments and greater experience. They are also thought to be financially well-equipped, and able to bear the risks associated with unregistered offerings. 

Nonaccredited investors are individuals who don’t meet this definition. Reg A+ makes it possible for nonaccredited investors to buy in. 

What is the Timeline of Events Under Reg A+?

For companies looking to move forward with a Regulation A offering, the process tends to follow a set timeline. There may be some exemptions, but the general procedure from beginning to end often looks like this. 

  1. Initial “testing the waters” phase. This step is optional; it includes using approved marketing tactics and determining whether it’s worthwhile to move forward with a Reg A+.
  2. The real process begins with drafting and sending a draft offering statement (DOS) to the SEC. 
  3. After you’ve submitted your draft, you should receive approval and make amendments as needed.
  4. Your Regulation A qualification will be granted.
  5. You can begin soliciting funds and advertising as allowed.
  6. Complete fundraising. 
  7. Report to the government and SEC as needed and follow all ongoing requirements for Tier 1 or 2.

Who Benefits From Regulation A Crowdfunding?

Regulation A crowdfunding is ideal for smaller companies. For example, for a contracting business that has recently acquired a host of land but needs significant funds to develop, Regulation A crowdfunding could be a great option for raising capital. 

Companies that want to advertise in other states and invite the public to invest also should consider a Reg A+ offering. 

On the other hand, Regulation A can be a solid investment option for everyday investors. Real estate is traditionally a stable and profitable venture. Crowdfunding is also a great way for investors to buy in on a company’s early stages of growth and establish a long-term relationship — all the while maintaining flexibility on investment amounts. 

Potential Drawbacks of Reg A+ Funding

Regulation A offerings can be a straightforward way for companies to raise capital, and for investors to get in on a larger number of deals for a relatively smaller principal amount. Nevertheless, there are several potential drawbacks both companies and investors should be aware of. 

Regulation A entails a ton of reporting and financial auditing. For Tier 1 offerings, even though you can sell up to $20 million in equity over 12 months, the issuer has to pass a state-coordinated review of financials. Additionally, Tier 1 issuers have to submit an exit report (Form 1-Z19) following completed or terminated offers as well as obtain state-by-state approval in the states they are selling in. 

While Tier 2 offerings allow companies to set up to $75 million in equity over 12 months, there are also up-front and ongoing audit and reporting requirements. This includes limits on how much funds nonaccredited investors can invest — set at the greater of 10% of the investor’s annual income, or net worth, per year.

A general rule of thumb is that companies should only pursue a Regulation A offering if they’re expecting to be worth at least $4 million.

For investors, it’s always important to be aware of potential risks. No investment is an absolute guarantee, and it’s critical to conduct your own research and refrain from committing more money than you could afford to lose.

Benzinga’s Best Real Estate Investment Options

Ready to get started on real estate investing but don’t know where to begin? Whether your company is looking to raise capital, or you’re an investor, Benzinga has compiled a list of the best Regulation A real estate investments. Take a look!

  • Diversyfund
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    Best For
    Low Cost Real Estate Investing
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    securely through Diversyfund's website
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  • Groundfloor
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    Best For
    Non-accredited Investors
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    Read Review
    securely through Groundfloor's website
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  • Arrived Homes
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    Best For
    Low minimum investment
    Overall Rating
    securely through Arrived Homes's website
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  • Streitwise
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    Best For
    Small Account Real Estate Investing
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    Read Review
    securely through Streitwise's website
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  • Fundrise
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    Best For
    Beginner real estate investors
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    Read Review
    securely through Fundrise's website
    More Details

The Bottom Line

As with any venture, Regulation A offerings feature their own unique set of benefits and risks. So long as you do your research and better understand the ins and outs of crowdfunding, you’ll be in a stronger position. Whether you’re looking to grow your business or invest in the right type of crowdfunding, make sure to keep coming back to Benzinga for information and tips. 

Frequently Asked Questions

What is Reg A?

Reg A exempts a business from registering for something like an IPO. The offering cannot be more than $50 million in a 12-month period, but the offerings are still managed under federal and local laws.

What does a Reg A+ offering mean?

Reg A+ is the amended Reg A rules that came out in 2015 under the JOBS Act.

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