Regulation A+

A US securities exemption that lets a company raise up to $75 million from the general public, accredited or not, with a reviewed offering document.

Grand hotel lobby with a long wooden floor and warm downlights
Reg A+ is the door that let $100 investors into the building.
Table of contents

What it is

Regulation A+ is an exemption from full SEC registration created by the 2012 JOBS Act and expanded in 2015. It allows a company to sell securities to the public, including non-accredited investors, after filing an offering circular that the SEC reviews and qualifies. It has two tiers. Tier 1 allows up to $20 million a year and is reviewed by each state as well. Tier 2 allows up to $75 million a year, pre-empts state review, and requires audited financials and ongoing reporting. Fractional real estate platforms use Tier 2, because it works nationally and the reporting is what investors expect anyway.

Why fractional platforms use it

It is the only route that combines three things platforms want: open to everyone, sellable publicly with advertising, and no statutory lock-up on resale. Arrived built its model on it, qualifying an offering that covers many houses at once so that each new property can be added without a fresh SEC review. The cost is time and money. Qualification takes months and the audited financials and legal work run into six figures, which is why only established platforms use it and why smaller sponsors go through Regulation D or Regulation Crowdfunding instead.

Protections and limits

The offering circular is public on the SEC's EDGAR database. It contains the property list, the fees, the risks and the financial statements, and it is the best single document for understanding a platform. Non-accredited investors in a Tier 2 offering may invest no more than 10% of their annual income or net worth, whichever is greater, per offering. Platforms enforce this with a self-certification at checkout. Qualification is not endorsement. The SEC reviews the disclosures for completeness, not the investment for quality. A qualified offering can still lose money. What it cannot easily do is hide the terms.

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