Regulation Crowdfunding for Real Estate: Rules & Limits

Regulation Crowdfunding (Reg CF) lets an eligible company raise up to $5,000,000 in a 12-month period from almost anyone, including people who are not accredited. The catch: you must raise through one SEC-registered intermediary, file a Form C with financial statements, follow tight advertising rules, and file annual reports. If you are the sponsor of an accredited-only raise instead, we built DoorRaise for Rule 506 apartment deals.

This post covers Reg CF for a real estate deal. For the wider map of options, see our guide to real estate syndication.

How does Regulation Crowdfunding work?

Reg CF is a federal exemption under Securities Act Section 4(a)(6) that has four moving parts: an eligible issuer, a registered intermediary, a Form C disclosure package and ongoing reports. The SEC's guide for issuers walks through each.

Pick a funding portal or broker-dealer. It must be registered with the SEC and FINRA. FINRA keeps a list of funding portals it regulates, and it flags suspended ones.
Prepare your disclosures. You file Form C with the SEC, including deal terms, risks, use of proceeds and financial statements.
Raise on the platform. Investors review the offering and invest through the portal.
Report after the raise. The annual report on Form C-AR is due no later than 120 days after the end of the issuer's fiscal year, until a termination event applies.

Which companies can use it?

Not every issuer qualifies. Under 17 CFR 227.100, the exemption excludes issuers that are investment companies or are excluded from that definition under certain provisions, issuers with no specific business plan, and issuers disqualified under the bad actor provisions, among others. A single-property LLC buying a building usually presents a specific plan, but pooled funds are a different story.

The SEC also has a framework for a "crowdfunding vehicle," an SPV that holds one issuer's securities, in Rule 3a-9. It has nine conditions, including that it holds only one issuer's crowdfunding securities and does not borrow. Ask your attorney how this applies to your structure.

How much can each investor put in?

Non-accredited investors have a yearly cap across all Reg CF offerings, and accredited investors have none. The limits, per the SEC's issuer guide, are below.

Investor	12-month limit across all Reg CF offerings
Accredited investor	No limit
Non-accredited, income or net worth under $124,000	The greater of $2,500 or 5% of the greater of income or net worth
Non-accredited, income and net worth both at least $124,000	10% of the greater of income or net worth, up to $124,000

Confirm the current figures on the SEC's site, since dollar thresholds can be adjusted over time.

What does this mean for a real apartment raise? A worked example (illustrative)

Small checks mean many investors. Suppose a sponsor needs $3,000,000 of equity for a 40-unit building. All figures are illustrative.

A non-accredited investor with $90,000 of income and $60,000 of net worth is under $124,000 on one measure, so the cap is the greater of $2,500 or 5% of $90,000 ($4,500). The cap is $4,500. At $4,500 each, raising $3,000,000 would take about 667 investors (3,000,000 / 4,500 = 666.7).

A non-accredited investor with $150,000 of income and $400,000 of net worth is above $124,000 on both measures, so the cap is 10% of $400,000, or $40,000. At $40,000 each, $3,000,000 would take 75 investors.

So the average non-accredited check is limited, and accredited investors can fill the rest without a cap. Sponsors using Reg CF for a $3,000,000 raise should expect hundreds of small investors, hundreds of K-1s and a heavy update workload. Compare that with 25 investors at $120,000 each (25 x $120,000 = $3,000,000) in a Rule 506 deal.

What do you have to disclose?

Financial statement requirements rise with the amount you offer, and they are one of the biggest costs of Reg CF. The tiers below come from the SEC's issuer guide.

Amount offered in 12 months	Financial statements
$124,000 or less	Certified by the principal executive officer, plus certain tax return information, unless reviewed or audited statements exist
Over $124,000, up to $618,000	Reviewed by an independent public accountant, or audited if available
Over $618,000	First-time issuers offering up to $1,235,000 may use reviewed statements; above $1,235,000, or for repeat issuers, audited statements

A first-time issuer offering more than $1,235,000 needs audited statements, even a newly formed LLC with little history, so ask an accountant early what that would cost. The portal charges its own fees too, so get those in writing before you commit.

Less than you can under 506(c). Under Rule 204, you generally cannot advertise the terms of a Reg CF offering except through a notice that directs investors to the intermediary's platform.

That notice is limited to a statement that you are offering under Section 4(a)(6), the intermediary's name and a link, the offering terms, and limited issuer information such as your name, address and a brief business description. "Terms" include the amount and nature of the securities, price, closing date, use of proceeds and progress toward the target. You can discuss the deal with investors on the portal's communication channels, but you must identify yourself as the issuer. Anyone acting on your behalf must disclose their affiliation.

Before you file, Rule 206 lets you "test the waters." You can gauge interest, but you cannot take money or any commitment, and every communication must include required statements. For what creators can say in general, see what creators can say about a real estate deal.

Reg CF vs. Rule 506(c) vs. Reg A

The three differ most on who can invest, how much you can raise and what the SEC reviews. This table summarizes the main points, and details vary.

Topic	Reg CF	Rule 506(c)	Reg A Tier 2
Maximum raise	$5,000,000 per 12 months	No limit	$75,000,000
Non-accredited investors	Yes, with limits	No	Yes, up to 10% of income or net worth if the securities are not listed
Intermediary	Required	Not required	Not required
Advertising	Notices pointing to the platform	Allowed	Offering-specific rules apply
SEC involvement	Form C filing	Form D notice only	Offering statement filed with the SEC and qualified before sales begin
Ongoing reports	Annual Form C-AR	Form D amendments while open	Annual, semiannual and current reports on Forms 1-K, 1-SA and 1-U

Reg A limits are in 17 CFR 230.251. Reg A is a bigger, more expensive process than most single-building sponsors need. See real estate crowdfunding vs. syndication.

Can you run Reg CF and 506(c) side by side?

Possibly, but get an attorney to design it. Rule 204(d) addresses concurrent offerings. It says an issuer is not deemed to exceed the advertising limits if the other offering's disclosure document contains the Reg CF terms and meets the section's other requirements. Marketing that mentions Reg CF terms must still stay inside those limits.

How big is the Reg CF market?

The SEC counted 9,461 Reg CF offerings from May 16, 2016 through December 31, 2025. Among the 4,303 offerings that reported proceeds, the total was about $1,546 million, according to the SEC's Regulation Crowdfunding statistics. The SEC says these totals likely understate the true figures. They cover every industry, not only real estate.

What changed in 2026?

Two things worth knowing, and neither is a rule change. In February 2026, SEC staff said in Compliance and Disclosure Interpretation 100.05 that the offering limit "is based on a rolling 12-month calculation from the date of each closing." So each closing counts against the $5,000,000 cap for 12 months.

Separately, a petition (File 4-914) from Crowdfund Capital Advisors asks the SEC to raise the limit to $20 million in any 12-month period, indexed to inflation, with a supplemental letter dated July 15, 2026. A petition is a request, not a proposal. Plan around $5,000,000 until the SEC acts.

Our take

Our take: Reg CF can fit a creator with a large, mostly non-accredited audience and a modest equity need. It rarely fits a typical apartment deal, where the equity check is large and each investor adds paperwork.

We think the honest question is whether you want 600 small investors or 25 larger ones. For most sponsors, the second is easier to run and to explain. If your audience is mostly non-accredited, we would look first at non-accredited options for followers before building a Reg CF structure.

Trade-offs and who this is not for

Reg CF is a real route, but the work is heavy. Weigh these costs before you start.

Many small checks. More investors means more K-1s, more questions and more updates.
Ongoing reporting. Annual reports continue after the raise.
Costs. Portal fees, accountant reviews or audits and legal work add up on a small raise.
The cap. $5,000,000 may cover only part of the equity on a larger deal.
Not for sponsors who want to keep control of the pitch. You are limited to a notice outside the portal.

A common mistake is posting the full pitch on Instagram after filing. Save it for the portal, and ask counsel to review your posts.

How DoorRaise fits in

DoorRaise helps sponsors raise equity for apartment buildings with 5+ units from people who already trust them, under Rule 506(b) or 506(c). We are software, legal document preparation, escrow coordination and verification services. We are not a law firm, broker-dealer, investment adviser, funding portal, bank or escrow agent, and we do not hold investor money. We do not run Reg CF raises.

If your investors are accredited, or you have a 506(b) list of people you know, our three flat fees cover the work. The $500 setup fee covers forming the deal's LLC, investor documents from attorney-approved templates, an escrow account in the deal's name, the deal page and accreditation checks on every investor. The $5,000 closing fee, paid from the funds raised and only if the deal closes, covers attorney review of the offering documents, sponsor and property checks, the Form D filing and electronic signing. The $3,500 yearly fee covers bookkeeping, the tax return and K-1s. We take 0% of the raise or profits. State filing fees are included in the $5,000 closing fee. See 506(b) vs. 506(c) and the accredited investor definition.

Ready to raise? Create your free sponsor page or see pricing.

FAQ

Can non-accredited investors invest in a real estate deal?

Yes, through Reg CF, Reg A or a 506(b) offering with up to 35 sophisticated non-accredited purchasers. A 506(c) offering is accredited-only.

How much can I raise with Regulation Crowdfunding?

Up to $5,000,000 in a 12-month period. SEC staff guidance from February 2026 says the limit is a rolling 12-month calculation from the date of each closing.

Do I need audited financial statements?

Above $618,000, reviewed statements may be allowed for first-time Reg CF issuers up to $1,235,000. Above that, or for repeat issuers, audited statements are required. If audited statements already exist, they are the better path to confirm with your accountant.

Can I promote a Reg CF deal on Instagram?

Only through a short notice that points people to the funding portal, with limited content. Terms of the offering include the amount, price, closing date and use of proceeds. Save the full pitch for the portal.

When can investors sell their securities?

Generally not for one year, with exceptions such as transfers to the issuer, an accredited investor, a registered offering or certain family members and trusts.

Can a real estate fund use Reg CF?

Issuers that are investment companies, or excluded from that definition under certain provisions, cannot use it. Pooled funds are therefore usually a poor fit. Ask your attorney about your structure.

Sources

This article is general information as of October 2026, not legal, tax or investment advice. Talk to a securities attorney before you choose an exemption. DoorRaise is not a law firm, broker-dealer, investment adviser or funding portal.