Do I Need Audited Financials for Reg CF? Which Tier You're In

It depends on how much you are raising under Reg CF in the 12-month period, counting this offering at its maximum. Up to $124,000, financial statements certified by the CEO are enough, along with certain tax return information. From $124,000 to $618,000, statements must be reviewed by an independent CPA. Above $618,000, they must be audited, except that a first-time Reg CF issuer may use reviewed statements up to $1.235 million. If you already have reviewed or audited statements, you must use them. Statements follow US GAAP and generally cover the two most recently completed fiscal years, or the period since inception if shorter.

By Joel Arberman, founder of Prepared to Raise · 17 companies taken public, 30+ private placements prepared · Reviewed October 21, 2026

The tiers

  • $124,000 or less: financial statements certified as true and complete by the principal executive officer, plus specified information from the company's federal tax returns.
  • More than $124,000, up to $618,000: financial statements reviewed by an independent public accountant.
  • More than $618,000, up to $1.235 million: audited by an independent public accountant, unless this is your first Reg CF offering, in which case reviewed statements are enough.
  • More than $1.235 million, up to $5 million: audited.

In every tier, if you already have statements that were reviewed or audited, for a bank or a prior raise, you must provide those.

Which number counts

The tier is set by the total you are offering under Reg CF, including amounts sold under Reg CF in the prior 12 months. Use the offering's maximum, not its minimum. A campaign with a $100,000 minimum and a $1 million maximum is a $1 million offering for this purpose.

Money raised under Rule 506(b) or 506(c) does not count toward the Reg CF tiers.

A quick decision path

  1. Add this offering's maximum to anything sold under Reg CF in the last 12 months.
  2. Do you already have reviewed or audited statements? Use them.
  3. Up to $124,000: CEO-certified.
  4. Up to $618,000: reviewed.
  5. Up to $1.235 million: reviewed if first-time Reg CF issuer, otherwise audited.
  6. Above that: audited.

Review vs audit

  • Review: the CPA performs analytical procedures and inquiries and gives limited assurance. It usually takes weeks and commonly costs about $1,000 to $7,000 for a small company.
  • Audit: the CPA tests transactions and balances and issues an opinion. It takes longer and costs more, often $5,000 to $20,000 or more, depending on how clean the books are.

Either way, the accountant must be independent of the company. Your regular bookkeeper or tax preparer may not qualify.

What the statements must cover

  • US GAAP: balance sheet, income statement, cash flows, changes in equity, and notes.
  • The two most recently completed fiscal years, or since inception if the company is younger.
  • Freshness: if you launch more than 120 days after your fiscal year-end, plan on including the year just completed. Many issuers miss a planned launch date because the prior year's statements weren't ready.

After the raise

The annual report on Form C-AR, due within 120 days of fiscal year-end, needs financial statements certified by the principal executive officer, unless you have reviewed or audited statements available, in which case those are provided. Plan the accounting budget for at least a year beyond the campaign.

Practical tips

  • Start with the books. Most delays come from bookkeeping clean-up, not the CPA's work.
  • Choose the maximum deliberately. Setting it at $1.235 million or below can save a first-time issuer the cost of an audit; setting it higher than you can realistically raise only adds cost.
  • Engage the CPA early and ask for a fixed fee.
  • Expect questions on revenue recognition, related-party transactions and founder compensation.

Related questions

Can a company formed this year raise under Reg CF?

Yes. Its statements cover the period since inception, even if short.

Do I need audited statements for Rule 506(b) or 506(c)?

No, unless non-accredited investors participate in a 506(b) offering, which triggers specified disclosure including financial statements. Investors may still ask.

Will these thresholds change?

The SEC adjusts them for inflation every five years; the current figures were set in 2022.

Read next

Where to start

Our Reg CF package coordinates your CPA review or audit with the Form C so the launch date holds.

Prepared to Raise is a service of Meraki Partners, LLC. This article is general information, not legal, tax, accounting or investment advice, and not an offer to sell or a solicitation to buy any security. Meraki Partners is not a broker-dealer, funding portal, investment adviser or law firm. Figures are as of the review date above.