Regulation Crowdfunding for Real Estate: 2026 Rules and Limits

Regulation Crowdfunding (Reg CF) lets a real estate deal raise up to $5 million in 12 months from almost anyone, including people who aren't accredited. The catch: you have to raise through one SEC-registered funding portal or broker-dealer, file a Form C, provide financial statements, follow strict advertising rules and file annual reports. Each non-accredited investor also has a yearly limit.

How does Regulation Crowdfunding work?

Pick a funding portal or broker-dealer. It must be registered with the SEC and a member of FINRA. You can check any portal on FINRA's list.
Prepare your disclosures. You file Form C with the SEC, including the deal terms, risks, use of proceeds and financial statements.
Raise on the platform. Investors review the offering and invest through the portal.
Close and report. After the raise, you file an annual report (Form C-AR) within 120 days of each fiscal year end until a termination event applies.

Reg CF is used by single companies, not pooled funds: the rule excludes issuers that rely on certain Investment Company Act exclusions. A real estate deal usually raises through a single-property LLC, and since 2021 investors can also come in through a crowdfunding vehicle (an SPV) that holds one issuer's securities. Ask your attorney how this applies to your structure.

How much can each investor put in?

Investor	12-month limit across all Reg CF offerings
Accredited investor	No limit
Non-accredited, income or net worth under $124,000	The greater of $2,500 or 5% of the greater of income or net worth
Non-accredited, income and net worth both $124,000 or more	10% of the greater of income or net worth, up to $124,000

The SEC last adjusted these numbers for inflation in 2022.

What do you have to disclose?

Your financial statements depend on how much you raise in 12 months:

Amount offered	Financial statements
$124,000 or less	Certified by your principal executive officer, plus certain tax return information
More than $124,000, up to $618,000	Reviewed by an independent accountant
More than $618,000	Audited, except first-time Reg CF issuers can use reviewed statements up to $1,235,000

If audited statements already exist, you must use them. The funding portal also charges its own fees, so get them in writing before you commit.

Less than under 506(c). Once you file your Form C, Rule 204 says you can't advertise the terms of the offering except through a notice that directs people to the portal. That notice is limited to basic facts like the terms, your company name and contact details, and a short description of the business. You can discuss the deal on the portal's communication channels, as long as you identify yourself as the issuer.

Before you file, Rule 206 lets you "test the waters" to gauge interest, as long as you say no money is being solicited and any interest creates no obligation. Those materials get filed with your Form C.

Reg CF vs. Reg D vs. Reg A

Topic	Reg CF	Rule 506(c)	Reg A Tier 2
Maximum raise	$5 million per 12 months	No limit	$75 million per 12 months
Non-accredited investors	Yes, with limits	No	Yes, up to 10% of income or net worth unless the shares are listed
Intermediary	Required (portal or broker-dealer)	Not required	Not required
Advertising	Notices pointing to the portal	Allowed	Allowed, with conditions
SEC review	Form C filing, no qualification	Form D notice only	SEC must qualify the offering
Ongoing reports	Annual Form C-AR	No periodic reports; Form D amended yearly while the offering is open	Annual, semiannual and current reports

Can you run Reg CF and 506(c) side by side?

Yes. Some sponsors raise from accredited investors under 506(c) and from everyone else under Reg CF at the same time. The SEC's 2020 integration rules allow it, but any 506(c) marketing that mentions the Reg CF offering's terms must follow the Rule 204 notice limits. Get an attorney to set it up.

Is Reg CF right for your apartment deal?

It can work when your audience is large but mostly non-accredited and the equity you need is modest. Weigh the trade-offs:

Many small checks. More investors means more K-1s, more questions and more updates.
Ongoing reporting. Annual reports continue after the raise.
Costs. Portal fees, accountant reviews or audits, and legal work add up on a small raise.
The cap. $5 million may cover only part of the equity on a larger apartment deal.

The market is small but real. The SEC counted 9,461 Reg CF offerings from May 2016 through 2025, reporting at least $1.5 billion raised.

Where DoorRaise fits

DoorRaise is built for 506(c) and 506(b) raises from accredited investors, and it isn't a funding portal. If you want to raise from non-accredited fans under Reg CF, you'll need a registered funding portal or broker-dealer. See 506(b) vs. 506(c) and the accredited investor definition to see who qualifies.

DoorRaise isn’t open to the public yet.

Built for apartment buildings with 5 or more units: one link for the deal, escrow until closing and a standard fee card.

See how it works Start your deal

FAQ

Can non-accredited investors invest in a real estate deal?

Yes, through Reg CF, Reg A or a 506(b) offering with up to 35 sophisticated non-accredited investors. A 506(c) offering is accredited-only.

How much can I raise with Regulation Crowdfunding?

Up to $5 million in a 12-month period. SEC staff guidance from February 2026 says each closing counts toward the $5 million cap for 12 months from its closing date.

Do I need audited financial statements?

Above $618,000, yes, but first-time Reg CF issuers can use reviewed statements up to $1,235,000. If you already have audited statements, you must use them at any level.

Can I promote a Reg CF deal on Instagram?

If your post mentions the deal's terms, like the amount, price, type of security or closing date, it must be a short notice that points people to the funding portal. Save the full pitch for the portal.

When can investors sell their shares?

Generally not for one year, except to the issuer, an accredited investor, family members or in a few other cases.

Sources

This post is general information, not legal advice. Talk to a securities attorney before you choose an exemption. DoorRaise is not a broker-dealer, investment adviser or funding portal.