A crowdfunding raise keeps a filing duty after it closes

The record

A company that raises money under Regulation Crowdfunding files an offering statement on Form C to conduct the raise, and then, per the SEC's own Form C instructions, a continuing annual report on Form C-AR "within 120 days after the end of the fiscal year" it covers, for as long as the ongoing-reporting condition applies. The same instructions set the financial-statement standard by revenue: under $100,000 in revenue, the issuer may furnish its own certified financial statements; between $100,000 and $700,000, statements reviewed by an independent public accountant; above $700,000, statements audited by an independent certified public accountant. The obligation is separate from, and continues after, the one-time Form C offering statement that accompanied the raise itself.

What the documents establish

The Form C-AR obligation is not indefinite by default. The instructions state a company may stop filing it once it is no longer a reporting company under the rule, has ceased all business operations, or its securities are no longer held in the manner the rule specifies for continued reporting. The SEC's own investor-education page on Regulation Crowdfunding situates this within the broader exemption: an issuer may raise up to $5 million in a 12-month period, individual investors face investment caps tied to income and net worth, and securities purchased under the exemption generally cannot be resold for one year except in specified circumstances. That resale restriction, and the annual reporting duty, are both features of the exemption that persist after the offering statement itself is no longer being reviewed by anyone.

The operating read

Founders sometimes treat a completed Regulation Crowdfunding raise as a closed chapter once the money clears; the documents say otherwise. This is an editorial point beyond the rule's own text: because the financial-statement standard scales with revenue rather than the amount raised, a company that grows quickly after a small raise can find itself owing reviewed or audited statements within a year or two of filing self-certified numbers, and should budget for that possibility rather than be surprised by it. A reviewed or audited threshold also means an issuer should decide well before its 120-day deadline whether it needs to engage an accountant, since review and audit engagements take longer to schedule than self-certification.

What to check before you decide

Before assuming a Form C-AR obligation is satisfied or has ended, check:

• Which revenue band applies for the fiscal year being reported, and does it require reviewed or audited statements rather than self-certified ones?
• Does the company still meet the rule's conditions for continued reporting, or does one of the stated exit conditions now apply?
• Is the 120-day filing clock being measured from the correct fiscal year end for the specific entity?

This is a summary of the rule's own ongoing-reporting mechanics, not a determination of any particular company's current filing status.