What is Form C? A guide to Reg CF crowdfunding filings
April 28, 2026
The short version
Form C is the disclosure document an issuer files with the SEC to raise capital under Regulation Crowdfunding (Reg CF). Reg CF is the JOBS Act exemption that lets companies sell unregistered securities to anyone — including non-accredited retail investors — through a SEC-registered funding portal. The cap is $5 million per 12-month period.
If you've ever clicked "Invest" on Republic, WeFunder, StartEngine, or NetCapital, you triggered the funding portal to file (or update) a Form C on the issuer's behalf.
How it differs from Form D
Form D and Form C are both private offering disclosures, but they live on different legal tracks:
| Form D (Reg D) | Form C (Reg CF) | |
|---|---|---|
| Investor pool | Accredited (and limited non-accredited under 506(b)) | Anyone, retail included |
| Cap | None | $5M / 12 months |
| Marketing | Restricted under 506(b); allowed under 506(c) | Allowed via the funding portal only |
| Filing | Notice within 15 days of first sale | Required before the offering opens |
| Financials disclosed | None | Yes — depends on raise size |
| Ongoing reporting | Annual D/A only if still raising | Form C-AR every year until offering terminates |
| Investor verification | Self-cert (506(b)) or third-party (506(c)) | Income/net-worth caps enforced by portal |
The headline difference: Form C requires real financials. Form D doesn't disclose any.
What's on a Form C
- Issuer info: legal name, jurisdiction, CIK, year of incorporation, address.
- Funding portal (intermediary): which platform is hosting the raise — its name and CIK.
- Offering terms: target amount, maximum amount, security type (common, preferred, SAFE, convertible note, revenue share), price per security, deadline, oversubscription policy.
- Most recent fiscal year financials: total assets, cash, short/long-term debt, revenues, cost of goods sold, taxes paid, net income. Depth of disclosure scales with raise size:
- Up to $124,000 → unaudited principal/CFO-certified
- $124k–$618k → CPA-reviewed financials
- $618k–$5M (first-time issuers) → CPA-reviewed; (repeat issuers) → audited
- Risk factors narrative
- Use of proceeds
- Officer/director list with biographical info
The form variants
- Form C — initial offering statement, filed before the raise launches.
- Form C/A — amendment to the initial filing (terms change, financials update).
- Form C-U — progress update during the raise (sales-to-date snapshot).
- Form C-AR — annual report after the raise; required every year until termination.
- Form C-AR/A — amendment to the annual report.
- Form C-TR — termination report when the issuer ends ongoing reporting.
- Form C-W — withdrawal of the offering.
Why Form C matters
For investors and BD teams: it's the earliest stage of public-disclosure private capital. Companies on a Form C path are typically pre-Series A, pre-revenue or barely revenue-positive, and disclosing more (financials!) than they would in a Reg D round. If you're tracking emerging companies, the Form C dataset is where they appear years before any Form D.
For founders and counsel: Reg CF has lighter accreditation requirements, but heavier ongoing reporting (Form C-AR every year is real work).
For competitive intel: the intermediary field tells you which funding portal is doing volume in any given segment. Aggregate Form C filings by intermediary → you have the platform league table.
Looking them up
Form D Explorer indexes the public Form C filings the same way it indexes Form D — straight from EDGAR's daily indexes — and cross-links to any Form D or Form ADV records by the same issuer. Search the Form C tab by issuer name, intermediary platform, state, or offering size.