If your company has raised capital through Regulation Crowdfunding (Reg CF), chances are you’ve filed a Form C to launch your campaign. But what many issuers don’t realize—or overlook—is the obligation that follows: filing a Form C-AR, your annual report.
And here’s the uncomfortable truth: a significant number of issuers are currently out of compliance with this basic but critical requirement.
💡 What Is Form C-AR?
Form C-AR is the annual report that Reg CF issuers are required to file with the SEC and make publicly available to investors. It includes updated financials and a narrative about the business. Its purpose is simple: to ensure investors receive ongoing transparency after they invest.
Under Rule 202(b)(1) of Reg CF, issuers must file this report no later than 120 days after the end of their fiscal year. For companies with a calendar year-end, that means April 29 is your annual deadline.
🧾 Why So Many Are Missing the Mark
In theory, the rules are straightforward. In practice, many issuers:
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Don’t realize they need to file Form C-AR at all;
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Assume the obligation ends when the offering closes;
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Believe a single filing is enough;
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Or file late, rendering the filing non-compliant.
Even more concerning, some companies continue raising on Reg CF while already out of compliance—a clear violation of SEC rules.
❌ The Risks of Non-Compliance
If you’re not current on your C-AR filings, the SEC considers you non-compliant. The consequences include:
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Being barred from future Reg CF offerings (until compliance is restored);
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Loss of investor trust;
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Potential regulatory scrutiny;
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Risk to your platform’s reputation.
Per Rule 100(b)(7), you cannot raise capital via Reg CF if you haven’t filed all required ongoing reports.
✅ What You Should Do Now
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Check your last Form C-AR filing date. If it’s been over a year and you’re still active, you likely owe a new one.
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Know your fiscal year-end. Your 120-day deadline is based on it.
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File Form C-AR even if your offering ended. The obligation doesn’t automatically disappear.
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Work with your platform or compliance advisor to create a simple reporting calendar.
If your company is unsure about its status or needs help filing, don’t wait. Falling out of compliance can undo all the momentum you’ve built.
Reg CF is an incredible tool for democratized capital—but with it comes the responsibility of transparency. Filing your C-AR isn’t just a checkbox; it’s a signal to your investors and the market that you’re serious about accountability.
For more insights on Reg CF compliance, platform trends, and real-world fundraising data, visit cclear.ai or reach out directly.
👉 Stay tuned: we’ll publish a follow-up post about Form C-TR — the most misunderstood form in Reg CF reporting.
