The JOBS Act reshaped how private companies raise money in the United States, and two of its provisions stand out for issuers weighing their options. Title II created Rule 506(c), which lets companies advertise a private offering publicly as long as every buyer is an accredited investor. Title IV expanded Regulation A into what many now call Regulation A+, opening a path to raise larger sums from both accredited and everyday investors. The two frameworks share a goal of broadening access to capital, but they handle investor qualification in almost opposite ways.
Investor Verification Under Title II
Rule 506(c) carries one condition that shapes the entire process. When an issuer uses general solicitation, it must take reasonable steps to verify that each purchaser truly qualifies as accredited. A signed questionnaire is not enough. Acceptable methods have long included reviewing tax filings, bank and brokerage statements, credit reports, or written confirmation from a licensed attorney, certified public accountant, broker-dealer, or investment adviser.
The burden sits squarely with the issuer, and it applies to every single investor. That responsibility is one reason many companies bring in outside specialists to handle documentation, review, and record keeping. Recent SEC guidance has offered some relief, allowing issuers to treat high minimum commitments, roughly $200,000 for individuals and $1 million for entities, paired with written representations, as a reasonable basis for verification. Even so, the core duty to confirm status has not gone away.
Qualification Under Regulation A+
Regulation A+ approaches the question differently. Rather than screening each investor for accredited status, it screens the offering itself. An issuer files an offering statement that the SEC reviews and qualifies before any sale closes. Tier 1 permits raises of up to $20 million, while Tier 2 permits up to $75 million over a rolling twelve months.
Because Regulation A+ welcomes non-accredited investors, it does not require the individual accreditation checks that Title II demands. Tier 2 instead sets an investment limit for non-accredited buyers, capping their commitment at 10 percent of the greater of their annual income or net worth. Investors generally self certify that figure, so the issuer confirms an investment ceiling rather than proving wealth. Tier 2 also brings heavier obligations at the company level, including audited financial statements and ongoing reports filed with the SEC.
Choosing the Right Framework
The decision often comes down to who the issuer wants to reach and how much friction it can absorb. Title II suits companies targeting a smaller pool of wealthy or institutional backers, where per investor verification is manageable and the payoff is speed and lighter disclosure. Regulation A+ fits issuers who want to open the round to a broad base of supporters or customers and are prepared for the added cost of qualification, audits, and continuing reports.
Compliance risk shapes the choice as well. Under Title II, a verification failure can jeopardize the exemption for the whole raise, which raises the stakes on accurate screening and clean records. Under Regulation A+, the pressure shifts toward disclosure quality and timely reporting rather than vetting each buyer.
Neither path is inherently better. They serve different fundraising goals, and the right answer depends on offering size, audience, timeline, and appetite for ongoing reporting. Issuers who understand where the verification burden falls in each framework are far better positioned to design an offering that stays compliant and reaches the investors they actually want. Working with experienced verification and compliance support can make the difference in either case, particularly where accredited status must be documented with care.
