Understanding investment limits for non-accredited investors in a Reg CF
In a Regulation CF, anyone is allowed to invest. However, non-accredited investors are subject to investment limits. These limits vary based on income, net worth, and whether the investor has participated in other Reg CF offerings in the past 12 months, in USD. The SEC website will explain how these limits are calculated. A calculator is available in the investment checkout.
Scenario 1: Non-accredited investors with income/net worth <$124,000, and have not invested in other Reg CF Offerings
For non-accredited investors who have not invested in any other Reg CF offerings over the past 12 months, and have an annual income and net worth of less than $124,000, these investors can invest up to the greater of either:
- 5% of the greater of their annual income or net worth.
For example, if an individual's annual income is $60,000, and their net worth is $80,000, the investment limit would be 5% of $80,000, which equals $4,000.
Scenario 2: Non-accredited investors with income/net worth <$124,000, and have invested in other Reg CF Offerings
For non-accredited investors who have invested in other Reg CF offerings over the past 12 months, and have an annual income and/or net worth both less than $124,000, these investors can invest up to the greater of either:
- $2,500 minus the amount they've invested in Reg CFs over the past 12 months, or
- 5% of the greater of their annual income or net worth.
Suppose an investor with a net worth of $60,000, an annual income of $50,000, and who has invested $1,000 in Reg CF offerings in the past 12 months. In this case, their investment limit would be 5% of $60,000, which equals $3,000. However, they need to subtract the $1,000 they've already invested, making their maximum investment limit $2,000.
Scenario 3: Non-accredited investors with income/net worth >$124,000, and have not invested in other Reg CF Offerings
For non-accredited investors who have not invested in any other Reg CF offerings over the past 12 months and whose annual income or net worth exceeds $124,000, these investors can:
- Invest up to 10% of their annual income or net worth, whichever is greater.
- However, their investment cannot exceed $124,000.
For instance, if an investor's annual income is $150,000, and their net worth is $200,000, the greater of these two values is $200,000. Calculating 10% of $200,000 is $20,000, which would be their investment limit.
For non-accredited investors who have invested in any other Reg CF offerings over the past 12 months and whose annual income or net worth exceeds $124,000, these investors can:
- Invest up to 10% of their annual income or net worth, minus the amount they've invested in Reg CFs over the past 12 months, whichever is greater.
- However, their investment cannot exceed $124,000.
For instance, if an investor with a net worth of $200,000, an annual income of $150,000, and who has invested $1,000 in Reg CF offerings in the past 12 months. In this case, their investment limit would be 10% of $200,000, which equals $20,000. However, they need to subtract the $1,000 they've already invested, making their investment limit $19,000.
Scenario 5: Non-accredited investors trying to invest over their legal limit
Non-accredited investors interested in investing in a Reg CF offering but are investing over their legal limit will be required to modify their investment amount accordingly before they can proceed with the investment.
