Here are some quick comparisons for your review:
Comparison Of Tier I And Tier II Regulations
| Tier I | Tier II | |
| Maximum Offering SizeSecondary Sales -AffiliatesNon-Affiliates | $20 million 30% LimitNo Limit |
$50 million 30% LimitNo Limit |
| Investor Types | Accredited and unaccredited | Accredited and unaccredited |
| Individual Investment Limits | None. | 10% of the greater of annual income or net worth, as self-reported |
| Advertising/General Solicitation | No – State regulated restrictions.Testing the water allowed |
No restrictions.Testing the water allowed |
| Financial Disclosures | Accountant-reviewed financials | 2 Years Audited financials; compliance with Reg S-X (US GAAP, PCAOB) |
| State Preemption | No; state coordinated review with SEC filings – Can designate lead state | Yes – no blue sky |
| 12(g) | Not Exempt | Exempt if current in Reg A Reporting requirements |
| Reporting Requirements | Form 1-Z exit report with the SEC not later than 30 calendar days after termination or completion of an offering. | EDGAR annual and semiannual reports, as well as current event reports. |
| Filing Offering Statement | Electronic On EDGAR | Electronic On EDGAR |
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