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Reg CF - Which investors can I accept from outside the United States?

When you set up your Reg CF raise, you choose which investor jurisdictions to accept: United States, Canada and International. This article explains what each choice means and the rules applied to every Reg CF offering. You can change your selections before launch.

United States
Accredited and non-accredited US investors can invest. SEC investment limits apply to non-accredited investors. Accredited investors have no limit.

Canada
Only accredited investors from Canada can invest in a Reg CF offering. Canadian securities rules do not allow non-accredited (retail) Canadian investors to take part in a US crowdfunding offering. Canadian investors must qualify as accredited under Canadian rules. Accepting Canadian investors may require a filing with Canadian securities regulators. Confirm the requirements and who will file with your legal counsel before launch.

United Kingdom
DealMaker does not accept non-accredited investors from the UK in Reg CF offerings. UK rules on offering investments to retail investors are strict, and breaking them can lead to fines and other penalties. Whether to accept accredited UK investors is your decision, made with your counsel.

Other international investors
You can open your offering to investors outside the US, Canada and the UK. Each country has its own rules on investing abroad. SEC investment limits apply to non-accredited investors wherever they live. Investments are made in US dollars, so international investors may face currency and tax considerations in their home country.

Sanctioned countries (OFAC)
Residents of countries under comprehensive US sanctions administered by the Office of Foreign Assets Control (OFAC) cannot invest in any DealMaker offering. The platform blocks these countries automatically at checkout. The sanctioned-country list changes over time. The current list is on the OFAC website.

Every investor, wherever they live, is also screened against OFAC and other sanctions lists and watchlists during identity verification (KYC/AML review). An investor who is flagged cannot be accepted until the review is cleared.

What you need to do

  • Select your investor jurisdictions during onboarding.
  • Confirm with your counsel any filings required for Canadian or other international investors.
  • Advise your DealMaker team whether you will accept accredited UK investors.