Regulation CF financial requirements

The law requires that you disclose financial statements to raise under Reg CF. Specifically, you’ll need two fiscal years of GAAP (Generally Accepted Accounting Principles) financials, which include: - Cover page - Balance Sheet - Income Statement - Statement of Cash Flows - Statement of Stockholder's Equity - Footnotes - The specific years and level (reviewed or audited, for example) of GAAP financials depend on your: 1) incorporation date and 2) raise size. ### Incorporation date The rules require financials for the last two completed fiscal years. Since we’re in 2025, that means providing 2023 and 2024 financials. - If your company was formed in the middle of 2023, you’ll need from inception - 12/31/2023, and all of 2024. - If you were formed in 2024, you’ll just need inception - 12/31/2024. - If you were formed in 2025, you’ll just need a cover page, balance sheet, and footnotes as of inception. Easy. If your fiscal year does not end on 12/31, this might all be different. ### Raise size Your maximum raise amount is determined by the level of your financials: compiled, reviewed, or audited. The last two require a CPA. - Up to $124,000: You will need compiled GAAP financials. [Here's an example](https://uploads.wefunder.com/uploads/form_c/53612/remote_files/94773-BALo4mxlLuYpgKOJnIo7c1bB/QUIRKTASTIC__INC_GAAP_Financials_2019_and_2018_Updated.pdf). You do not necessarily need a CPA to do this. - Up to $1,235,000: You will need CPA-reviewed financials, which include a [Review Statement](https://www.grfcpa.com/resource/audit-review-and-compilation/). [Here's an example](https://uploads.wefunder.com/uploads/form_c/59633/remote_files/81150-mrlQhhoZ1yuF10RpnxF4JhZq/19.12.31_Mevo_FS_FINAL__1_.pdf). - Up to $5,000,000: You will need audited financials, which include an [Independent Auditor's Report](https://www.grfcpa.com/resource/audit-review-and-compilation/). [Here's an example](https://uploads.wefunder.com/uploads/form_c/80010/remote_files/114522-Fg3J95fIP09ZwiypAuoQNwKh/Immersed_Inc_2019-2020_Audited_Financial_Statements__issued_.pdf). Exception: if you have previously sold securities through Reg CF, then you are permanently limited to only raising $618,000 in 12-months with reviewed financials. To raise more, you would need CPA-audited financials. Some examples: 1. Company A was formed on May 2, 2022. They want to raise up to $1M. They’ll need ‘23 and ‘24 CPA-reviewed GAAP financials. 2. Company B was formed on June 5, 2024. They want to raise up to $3M. They’ll need ‘24 (inception through year-end) CPA-audited GAAP financials. 3. Company C was formed on January 10, 2025. They want to raise up to $100k. They’ll need compiled financials as of inception, but only the cover page, balance sheet, and footnotes. ### I need a CPA referral. Can Wefunder help? Yes. Email **launch@wefunder.com** with your company name and we'll connect you with a CPA we've worked with on Reg CF financials. We don't publish a list of recommended firms because the right fit depends on your stage, structure, and industry. If you already have an accountant who's familiar with GAAP and Reg CF disclosure requirements, you're welcome to use them. ### Prior entity? If there was a “predecessor” entity that existed previously, then you would need financials of the predecessor as well. For example, if an LLC was formed in 2020, but converted to a C-Corp in 2025, they would still need 2023 and 2024 financials. Unsure if you have a predecessor? Your lawyer will know. ### I'm pre-revenue or my company is less than two fiscal years old. What do I file? You still file financial statements, but the scope is smaller. If your company hasn't been operating for two full fiscal years yet, you file financials covering the time you have existed (one year, six months, or just an opening balance sheet if you're brand new). If you're pre-revenue, your income statement will be mostly $0s — that's fine. The SEC requirement is that you accurately disclose what your financial position actually is, not that you hit a minimum revenue threshold. The format and disclosures (cover page, balance sheet, income statement, statement of stockholders' equity, statement of cash flows, notes) are still required for whatever period you have. Your CPA will help you produce them. Email **launch@wefunder.com** for a referral if you need one. ### How long are the financials good for? Financials are good for 120 days after the next completed fiscal year. That means ‘23 and ‘24 financials expire April of 2026. If you’re just using a cover page, balance sheet, and footnotes as of inception (in 2025), that also expires April 2026. If your fiscal year end is not 12/31, this will be different.