If you’re a founder who raised capital under Regulation Crowdfunding (Reg CF) and thought your SEC reporting obligations ended after your campaign closed—or after filing one annual report—you’re not alone. But if you filed a Form C-TR to end those obligations, there’s a good chance you did it too soon or didn’t qualify to file it at all.

That’s a growing problem.

What Is Form C-TR?

Form C-TR is the termination of reporting notice. It’s how a Reg CF issuer formally tells the SEC and investors: “We’re done filing annual reports.”

But you can’t file it just because your campaign ended. Under Rule 203(b)(2) of Reg CF, you can only file Form C-TR if:

• You’ve filed at least one Form C-AR, and

• One of these conditions is met:

• You have fewer than 300 shareholders of record,

• You’ve repurchased all Reg CF securities, or

• Your company is no longer in business.

That’s it. There are no other valid reasons to file a C-TR.

⚠️ The Common Mistakes

Many issuers mistakenly assume they can file a Form C-TR:

• Shortly after their raise closes, without understanding the ongoing reporting requirements,

• Without checking whether they have fewer than 300 shareholders or have repurchased all Reg CF securities,

• Or while still actively operating, thinking that the end of the raise automatically ends their obligations.

These assumptions often lead to premature or invalid Form C-TR filings, leaving issuers out of compliance without realizing it, which can:

• Disqualify them from future offerings, and

• Damage credibility with platforms, investors, and regulators.

📌 Filing Another Form C After a C-TR? You Just Reopened the Reporting Obligation.

If you previously filed a C-TR and then launch a new Reg CF offering, your reporting obligation restarts. That means:

• You must file new Form C-ARs annually starting with the next fiscal year-end,

• And you must file another C-TR later if you want to terminate reporting again—once you qualify.

Filing one C-TR doesn’t exempt you forever.

✅ What to Do Now

• Check your last Form C-TR. Did you meet the conditions?

• If you’re still operating or have >300 shareholders, you likely filed too soon.

• Coordinate with your platform or legal advisor to assess whether a new Form C-AR is required to get back into compliance.

Form C-TR is not just a formality—it’s a legal step with strict eligibility criteria. Filing it incorrectly could invalidate your compliance record and block future capital raises.

We’re here to help Reg CF issuers and platforms navigate these traps. For more guidance or to audit your reporting history, visit CrowdfundCapitalAdvisors.com or reach out directly to info@theccagroup.com.

👉 And if you missed it, check out our recent article on Form C-AR non-compliance, another major issue catching founders off guard.