Regulation Crowdfunding Investment Limits Explained for Non-Accredited Investors
Regulation Crowdfunding opens private offerings to the general public, but it protects non-accredited investors with individual investment caps tied to their income and net worth — caps the funding portal is responsible for enforcing at checkout.
The two-tier formula
If both a non-accredited investor's annual income and net worth are below a set threshold (currently $124,000), their 12-month Reg CF investment limit is the greater of $2,500 or 5% of the lesser of their income or net worth. If both figures meet or exceed the threshold, the limit rises to 10% of the lesser figure, capped at $124,000.
Accredited investors are uncapped
These limits apply only to non-accredited investors. An investor who independently qualifies as accredited faces no Reg CF-specific investment ceiling, though the issuer's $5 million 12-month raise limit still applies across all investors combined.
Why the portal matters
Unlike Regulation D, issuers cannot self-run a Reg CF raise — it must go through an SEC-registered funding portal or broker-dealer, which collects investor financial information and enforces these limits automatically before accepting a commitment.
Practical takeaway
For issuers, the investor-limit math shapes how many investors it realistically takes to fill a Reg CF round; for prospective investors, it is a hard ceiling that resets each rolling 12-month period, not a one-time allowance.
This article is provided for general informational and educational purposes only and does not constitute legal, financial, tax, or investment advice. Nothing here is an offer to sell or a solicitation to buy any security. Consult qualified securities counsel before relying on any exemption or filing deadline discussed above.