Regulation A's Tier 2 trades a lighter filing for real limits

The record

On 25 March 2015 the Securities and Exchange Commission adopted amendments to Regulation A implementing Section 401 of the JOBS Act, effective 19 June 2015. The release split the exemption into two tiers: Tier 1, for offerings up to $20 million in a 12-month period, and Tier 2, for offerings up to $50 million. Both tiers require an issuer to file an offering statement on Form 1-A; Tier 2 issuers must also file ongoing reports once the offering is qualified. The rule requires every offering circular's cover page to carry a specific legend stating that the Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, language that separates SEC qualification from any judgment about the investment itself.

What the sources establish

The Commission's own guidance for issuers spells out what Tier 2's ongoing-reporting duty means in practice: an annual report on Form 1-K within 120 days of fiscal year-end, a semiannual report on Form 1-SA within 90 days of the half-year mark, and a current report on Form 1-U within four business days of specified events such as a change in control. Tier 1 issuers file only an exit report when the offering ends. The Commission's current investor-education page, as retrieved on 16 September 2026, states the Tier 2 ceiling as $75 million, not the $50 million the Commission adopted in 2015 — a first print and its later, amended figure, not two conflicting sources.

Scope and revision

The 2015 release created the compliance architecture; it did not fix the dollar ceilings permanently. A reader who quotes the Regulation A limit without a date is quoting an amount that has already changed once by the Commission's own later description of the rule. The qualification legend's scope is also narrow: it addresses SEC review of the offering circular's completeness and the fact of exemption from registration, not any judgment about whether the underlying business will succeed, and it exists precisely because the JOBS Act did not ask the Commission to evaluate merit.

The decision in front of you

A founder comparing Regulation A to Regulation Crowdfunding or a registered offering can use the Commission's own tier structure as a starting checklist: which tier fits the target raise, what audited-financial-statement threshold applies, and what ongoing-reporting calendar follows qualification. This is editorial framing drawn from the rule's own text, not legal advice for a specific company.

• Does the offering fit within Tier 1's $20 million ceiling, or does it need Tier 2's higher limit and heavier reporting?
• What does the qualification legend actually say the Commission has, and has not, reviewed?
• Has the cited dollar ceiling been checked against the Commission's current page, not only the 2015 release?

A qualified offering circular is a disclosure clearance, not an endorsement, and the rule that created it says so on every cover page.