The SEC built Form C as crowdfunding's own disclosure form

The record

On 30 October 2015 the Securities and Exchange Commission adopted the adopting release creating Regulation Crowdfunding under Title III of the Jumpstart Our Business Startups Act. The release states that Securities Act Section 4A(b)(1) requires an issuer relying on the new Section 4(a)(6) exemption to file disclosure with the Commission and provide it to investors, and that the Commission would require issuers to present that disclosure on a new, specified form: Form C, filed on EDGAR for an issuer's initial offering statement, progress updates, amendments, and annual reports. The Form C filing requirement became effective 16 May 2016. The same release set a $1 million ceiling on the amount an issuer could raise in any 12-month period, a figure since revised, a separate record already in this archive.

What the sources establish

Form C itself lists what an issuer must supply: sized financial statements, a target offering amount and any maximum, the price or pricing method, a description of the business and its use of proceeds, ownership and capital structure, officers and directors, and related-party transactions. The form also carries a required cover-page legend stating that a crowdfunding investment is risky and that an investor could lose the entire amount, plus a further legend stating that no regulator has recommended or approved the securities and that the SEC does not pass on the accuracy or completeness of the offering document. The Commission's own investor-education page, as retrieved, restates this framework for founders considering the exemption.

Scope and revision

Form C's disclosure duty is narrower than a registration statement's. It applies only to an offering made under Section 4(a)(6); it does not create the review, prospectus-delivery, and liability structure of a registered public offering, and the form's own legend says so. The XML-based cover page and underlying items come from Regulation Crowdfunding's Rule 201 and Rule 203; an issuer may answer many items in a free-form question-and-answer format rather than the fixed prospectus language of a registered deal. Because the $1 million ceiling in the 2015 release has since changed, a reader checking a current offering's limit should not rely on this record's figure alone.

The decision in front of you

A founder weighing Regulation Crowdfunding can use Form C's own item list as a checklist for what will become public before a dollar is raised, and can use the legends to calibrate what a retail investor is told about risk. This is editorial guidance built from the form's own text, not a substitute for counsel: the disclosure duties, the ongoing annual-report obligation, and the advertising restrictions that accompany Form C are extensive enough that most issuers engage counsel or an experienced intermediary before filing.

• Does the offering rely on Section 4(a)(6), or a different exemption with different disclosure duties?
• Which Form C items require financial statements reviewed or audited, given the offering's size?
• What annual-reporting duty does Form C's own legend create after the offering closes?

Form C is a disclosure form, not a merit review, and its own legend says the Commission has not endorsed the offering it accompanies.