Regulation A+ Tier II Offering (JOBS Act Title IV Crowdfunding): CPA audit required for prior two years, with the following stipulations based on the age of the financial statements:
Months Since Company's Year End through Filing Date:
Regulations CF (JOBS Act Title III Crowdfunding):
Regulation D Rule 506 Offerings (Title II): No audit or review is required if the offering is to only accredited investors. To include unaccredited investors in the raise the issuer is required to have an audit of the two years prior to the registration of the offering. However, if the issuer cannot obtain audited financial statements without unreasonable effort or expense, then only the issuer’s balance sheet, which shall be dated within 120 days of the start of the offering, must be audited.
Months Since Company's Year End through Filing Date:
- 1-3 months: Audited financial statements for the two year-ends preceding the most recently ended, and interim financial statements (unaudited) no earlier than 6 months after the most recent year-end presented. (i.e. a company with a calendar year-end filing in February of 2016 would need to present audited financial statements for the years ended December 31, 2013 and 2014, and unaudited financial statements as of a date not sooner than June 30, 2015).
- 4-9 months: Audited financial statements for the most recent two year-ends. No interim financial statements required. (i.e. a company with a calendar year-end filing in April of 2016 would require audited financial statements as of December 31, 2014 and 2015).
- 10-12 months: Audited financial statements for the most recent two year-ends and interim financial statements (unaudited) no earlier than 6 months after the most recent year-end presented. (i.e. a company with a calendar year-end filing in October of 2016 would need to present audited financial statements for the years ended December 31, 2014 and 2015, and unaudited financial statements as of a date not sooner than June 30, 2016).
Regulations CF (JOBS Act Title III Crowdfunding):
- Raise Under $100k: No audit or review requirement. Tax returns and certification of GAAP financial statements by company officer.
- Raise $100k-$500k: CPA review required on the prior two fiscal years.
- Raise $500k-$1M: CPA audit required if the issuer company has previously performed an offering under Regulation CF, otherwise, a CPA review. Both require the financial statements to cover the prior two fiscal years.
Regulation D Rule 506 Offerings (Title II): No audit or review is required if the offering is to only accredited investors. To include unaccredited investors in the raise the issuer is required to have an audit of the two years prior to the registration of the offering. However, if the issuer cannot obtain audited financial statements without unreasonable effort or expense, then only the issuer’s balance sheet, which shall be dated within 120 days of the start of the offering, must be audited.
- For offerings up to $2,000,000, the issuer must furnish two years of financial statements, except that only the issuer’s balance sheet, which shall be dated within 120 days of the start of the offering, must be audited;
- For offerings up to $7.5 million, the issuer must furnish an audited balance sheet as of the end of the most recent fiscal year, or as of a date within 135 days if the issuer existed for a period less than one fiscal year, and audited statements of income, cash flows and changes in stockholders’ equity for each of the two fiscal years preceding the date of such audited balance sheet (or such shorter period as the registrant has been in business).
- For offerings over $7.5 million, the issuer must furnish three years of audited financial statements.