Is Regulation A+ Allowed for International Companies?

Yes. If you set up legal Headquarters for your company in the USA or Canada then you are allowed to use Reg A+ to raise capital. Most companies that take this route set up a “C” Corporation in Delaware, but you can also set up an LLC or a Limited Partnership.

Do I Need a PCAOB Audit?

PCAOB audits are not required for your Tier 2 Regulation A offering, and of course, no audit is required for Tier 1 offerings (although some States do require an audit, they do not require PCAOB).

My Company Is Publicly Held, Can We Use Reg A+?

Until May 2018, public companies were not allowed to use Reg A+ to raise capital. This week, Regulation A+ was extended by federal legislation that now allows public reporting companies to make a Reg A+ capital raise. This will be most useful for OTCQB and OTCQX reporting companies because they can use Reg A+ to uplist or simply raise capital cost-effectively.

How Many Investors Am I Allowed to Have in My Company with Regulation A+?

There is no actual limit that we are aware of, to the number of investors. We have been advised by experts* that when an issuing company (the company selling its shares) issues its shares in “Street Name”, which means that the shares are held by one stock broker, and represented electronically in the investor’s brokerage account, then the stockbroker becomes the single Shareholder of Record for the Reg A+ issued shares, and since Section 12(g) applies to the count of Shareholders of Record, the number limit will not normally exceed the trigger of 500 below.

What Are the Listing Requirements for the NASDAQ?

The primary consideration is the “Market Value of Publicly Held Stock” which essentially means stock that is in the hands of investors, not insiders. As an example, if your company had pure investors prior to the offering that held shares valued at $5 mill at the valuation of the Reg A+ offering, then NASDAQ will require that you raise at a minimum $10 mill in the Reg A+. $5 mill + $10 mill = $15 mill. The information below is provided courtesy of