Reg CF fundraising: what the private data room is for
Regulation Crowdfunding lets a company raise up to $5,000,000 in 12 months from the public through one registered funding portal or broker-dealer. Offering information for investors must sit in the Form C and on the platform. A private data room is for the work around it: the portal's diligence, the accountant, counsel and post-raise reporting files.
- $5,000,000Maximum Reg CF raise in any 12-month period (17 CFR 227.100(a)(1), 2026 figure, check the current figure)
- $124,000Income and net worth threshold and annual cap for non-accredited Reg CF investors (17 CFR 227.100(a)(2), 2026 figure, check the current figure)
- $618,000Target amount above which audited statements are generally required, with a first-time issuer exception up to $1,235,000 (17 CFR 227.201(t), 2026 figure, check the current figure)
Folder index
- 01 Form C drafts Drafts and final Form C, amendments, progress updates.
- 02 Financial statements Statements at the level required for the target amount, accountant reports.
- 03 Portal diligence Documents the funding portal requested, background checks, bad actor confirmations.
- 04 Company documents Charter, bylaws, board approval, cap table.
- 05 Offering terms Security terms (SAFE, notes or equity), any nominee or SPV structure.
- 06 Campaign content Approved campaign page text, video script, communications log.
- 07 Investor records Investor list from the platform, transfer agent or nominee records.
How this raise works
Reg CF offerings run through a single SEC-registered intermediary, either a funding portal or a broker-dealer, and the offering is conducted on that platform. The issuer files Form C with the SEC, describing the business, the terms, the use of proceeds, the risks and financial statements whose level depends on the amount sought. After the raise, the issuer generally files an annual report on Form C-AR.
Non-accredited investors are limited in how much they can put into Reg CF offerings across all issuers in 12 months. As of 2026 the rule sets the limit at the greater of $2,500 or 5% of the greater of annual income or net worth if either is below $124,000, and 10% capped at $124,000 if both are at least that level; check the current figure. Accredited investors have no Reg CF cap. The platform tracks these limits.
Because investors must get the same information on the platform, do not give some of them material facts privately in a side room. Use the data room for the portal's own review, the accountant's work papers, counsel's drafts and the records you will need for annual reports and the next round.
Best data rooms for this raise
The 16 rooms re-ranked with this raise's weights. Cost of a raise carries the most weight here.
- Investor tracking 14%
- Permission control 18%
- Raise workflow 20%
- Investor onboarding 20%
- Cost of a raise 28%
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Full deal room with AI, a listed price and a 14-day free trial.
Price $149 a month Trial 14-day free trial Features 8 of 12 listed -
Simple flat-rate deal room with signing and Q&A.
Price $250 a month Trial Free trial available Features 8 of 12 listed -
Long-running M&A platform with layered permissions and fast support.
Price Priced on request Trial Free trial available Features 9 of 12 listed -
Deal room with a listed monthly price and an open API.
Price $299 a month Trial Free trial available Features 7 of 12 listed -
Content cloud with watermarks and signing, priced per user.
Price $15 a user a month Trial Free trial available Features 9 of 12 listed -
Deal room with AI and readiness tools for preparing a process.
Price Priced on request Trial Free trial available Features 8 of 12 listed -
Bank-grade platform for large processes, with AI and a mobile app.
Price Priced on request Trial Demo on request Features 10 of 12 listed -
Easy, reliable deal room favored by mid-market advisers.
Price Priced on request Trial Free trial available Features 7 of 12 listed -
One of the oldest deal rooms, common on bank-led transactions.
Price Priced on request Trial Demo on request Features 8 of 12 listed -
Deal room plus project management for corporate development.
Price Priced on request Trial Free trial available Features 6 of 12 listed
Places 11 to 16: Drooms (6.9), SmartRoom (6.7), ShareVault (6.7), Digify (6.7), DocSend (6.4), Venue by DFIN (6.2)
Folder index for the room
A starting index for this raise. Number the folders so the order survives exports and investors can cite them in questions.
- 01 Form C draftsDrafts and final Form C, amendments, progress updates.
- 02 Financial statementsStatements at the level required for the target amount, accountant reports.
- 03 Portal diligenceDocuments the funding portal requested, background checks, bad actor confirmations.
- 04 Company documentsCharter, bylaws, board approval, cap table.
- 05 Offering termsSecurity terms (SAFE, notes or equity), any nominee or SPV structure.
- 06 Campaign contentApproved campaign page text, video script, communications log.
- 07 Investor recordsInvestor list from the platform, transfer agent or nominee records.
- 08 Ongoing reportingForm C-AR filings, annual financials, investor updates.
Features this raise needs
| Feature | Why | Ellty | SecureDocs | iDeals | CapLinked | Box | Ansarada |
|---|---|---|---|---|---|---|---|
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. | ||||||
| Drag-and-drop folders | An entire numbered folder tree goes up in a single drop, structure intact. | ||||||
| NDA e-sign step | Confidentiality terms an investor must accept in the room before folder one appears. | ||||||
| 2-step verification | A code or an approval on a second device every time someone logs in. |
Setting up the room
- 01
Pick the intermediary
Choose a registered funding portal or broker-dealer and get its document checklist.
- 02
Prepare financial statements at the right level
The target amount decides whether statements are certified, reviewed or audited.
- 03
Draft the Form C in the room
Keep drafts, comments and the final filing together, with counsel and the accountant invited.
- 04
Keep investor information on the platform
Material facts go in the Form C and the campaign page, not in private folders for selected investors.
- 05
Log communications
Store every approved communication and any off-platform notice, which the rules restrict.
- 06
Plan annual reporting
Set up a folder for each year's Form C-AR and the financial statements behind it.
Common mistakes
- Giving some investors material information privately that is not in the Form C.
- Statements at the wrong review level for the target amount.
- Promoting the offering off the platform beyond what the communication rules allow.
- Forgetting the annual report after the campaign closes.
Calculators for this raise
Or take the four-question quiz and check the raise checklist.
Questions and answers
How much can a company raise with Reg CF?
Up to $5,000,000 in a 12-month period under the rule in force in 2026. Check the current figure before planning a raise.
Do Reg CF investors need to be accredited?
No. Anyone can invest, but non-accredited investors are subject to annual limits based on income and net worth.
Can I use a data room in a Reg CF raise?
Yes, for the portal's diligence, advisers and records. Information offered to investors should be in the Form C and on the platform so every investor sees the same facts.
What financial statements does Reg CF require?
It depends on the target amount: certified figures and tax return data for the smallest raises, reviewed statements in the middle band and audited statements above it, with an exception for first-time issuers.