What You Can and Can’t Say: Reg CF Advertising Rules

{"title": "The short answer", "points": ["Understand the disclosure and operational duties before launch.", "Verify rules against current SEC materials and issuer facts.", "Use a documented process with counsel, CPA and intermediary."]}

Regulation Crowdfunding is a securities offering, not simply a marketing campaign. Founders should coordinate disclosure, finance and promotion as one process, and verify current requirements with counsel and the registered intermediary. SEC staff issuer guidance is useful but is not binding law or legal advice. 1

This founder-focused overview explains the key decisions and practical controls. The actual rules, current forms and issuer-specific facts govern; do not treat a general article as a legal conclusion.

The short answer

Reg CF communications are governed by offering rules and antifraud requirements. Testing-the-waters is permitted under conditions; during an offering, advertisements highlighting terms are restricted, while notices are limited and generally direct investors to the intermediary. Review actual copy with counsel and the portal.

{"title": "Reg CF checkpoints", "items": [{"value": "$5M", "label": "maximum offering in 12 months"}, {"value": "21 days", "label": "minimum campaign duration"}, {"value": "120 days", "label": "general Form C-AR deadline"}], "source": "SEC.gov; verify current rules"}

Before filing

Rule 206 allows certain pre-filing communications to gauge interest, subject to required statements: no money is solicited or accepted, purchases cannot be accepted before filing and through the intermediary, and indications of interest are nonbinding. These communications remain subject to antifraud rules. 1

After filing

Distinguish a notice of offering terms from factual business communications. A notice has limited permitted content and directs potential investors to the intermediary. Do not use factual communications as a workaround to insert securities terms or an investment pitch.

{"title": "Disclosure workflow", "items": [{"label": "Before launch", "title": "Collect", "body": "Gather company, ownership, financial and offering records."}, {"label": "Draft", "title": "Reconcile", "body": "Align filing, campaign page and supporting materials."}, {"label": "Review", "title": "Resolve", "body": "Coordinate counsel and intermediary comments."}, {"label": "After close", "title": "Maintain", "body": "Calendar amendments and reporting duties."}]}

Social and paid advertising

A short post or paid ad is still a communication about a securities offering. Create approved templates for social, ads, email and partners. Preserve versions, screenshots and required links; route questions about investment terms to the offering page as appropriate.

Promoters and compensation

Promotion can trigger disclosure requirements, especially where compensation or other consideration exists. Disclose relationships clearly and coordinate with the intermediary. A creator, employee or customer should not make claims the issuer could not make.

{"title": "Readiness sequence", "items": [{"title": "Name an owner", "body": "Track versions, deadlines and unresolved questions."}, {"title": "Source claims", "body": "Connect statements to current evidence."}, {"title": "Review package", "body": "Compare disclosures with campaign materials."}, {"title": "Archive", "body": "Preserve approvals and publication records."}]}

Claims and testimonials

Substantiate claims about customers, traction, market size and product results. Forecasts are not facts. Avoid guarantees, selective metrics and testimonials implying typical investment outcomes. Identify assumptions and keep evidence for each claim.

Approval system

Create a communications matrix: channel, content type, owner, approver, required notice, link destination and recordkeeping. Pause scheduled promotion when terms or facts change; review amendment implications before resuming.

{"title": "Founder checklist", "items": ["Use current SEC forms and instructions", "Confirm intermediary procedures", "Reconcile financial and ownership records", "Review risks and claims for specificity", "Document approvals and versions", "Calendar post-offering duties"]}

Practical close

Marketing discipline need not mean silence. Align effective creative with accurate disclosure. Book a free consultation; read campaign playbook and Reg CF compliance checklist.

Operational discipline

Keep one approved source of truth for the campaign. For each public statement, record who supplied the fact, where supporting evidence is stored, when it was checked and which wording was approved. Compare the campaign page, pitch materials, social posts, emails and investor responses against that record. A contradiction should be escalated, not explained away as a marketing variation.

Before launch, bring finance, operations, marketing and legal reviewers together for a complete-package review. Ask what facts changed, which assumptions remain open, whether public materials match filed disclosures, and who owns each next step. Record decisions and dates. The intermediary can explain its workflow, but platform review does not transfer issuer responsibility for disclosure accuracy.

During a live offering, monitor events that may make statements inaccurate, including financing changes, material customer developments, litigation, leadership changes and revised projections. Mark scheduled communications for review when facts change. Preserve approved versions and filing receipts. If an error is discovered, promptly consult the appropriate advisers about correction and investor communication rather than leaving conflicting statements in circulation.

These controls are not a substitute for legal advice. They make it easier for qualified advisers to identify the actual issue, assess its consequences and help the company act on time. Revisit the process when the offering structure or business facts change.

Operational discipline

Keep one approved source of truth for the campaign. For each public statement, record who supplied the fact, where supporting evidence is stored, when it was checked and which wording was approved. Compare the campaign page, pitch materials, social posts, emails and investor responses against that record. A contradiction should be escalated, not explained away as a marketing variation.

Before launch, bring finance, operations, marketing and legal reviewers together for a complete-package review. Ask what facts changed, which assumptions remain open, whether public materials match filed disclosures, and who owns each next step. Record decisions and dates. The intermediary can explain its workflow, but platform review does not transfer issuer responsibility for disclosure accuracy.

During a live offering, monitor events that may make statements inaccurate, including financing changes, material customer developments, litigation, leadership changes and revised projections. Mark scheduled communications for review when facts change. Preserve approved versions and filing receipts. If an error is discovered, promptly consult the appropriate advisers about correction and investor communication rather than leaving conflicting statements in circulation.

These controls are not a substitute for legal advice. They make it easier for qualified advisers to identify the actual issue, assess its consequences and help the company act on time. Revisit the process when the offering structure or business facts change.

Operational discipline

Keep one approved source of truth for the campaign. For each public statement, record who supplied the fact, where supporting evidence is stored, when it was checked and which wording was approved. Compare the campaign page, pitch materials, social posts, emails and investor responses against that record. A contradiction should be escalated, not explained away as a marketing variation.

Before launch, bring finance, operations, marketing and legal reviewers together for a complete-package review. Ask what facts changed, which assumptions remain open, whether public materials match filed disclosures, and who owns each next step. Record decisions and dates. The intermediary can explain its workflow, but platform review does not transfer issuer responsibility for disclosure accuracy.

During a live offering, monitor events that may make statements inaccurate, including financing changes, material customer developments, litigation, leadership changes and revised projections. Mark scheduled communications for review when facts change. Preserve approved versions and filing receipts. If an error is discovered, promptly consult the appropriate advisers about correction and investor communication rather than leaving conflicting statements in circulation.

These controls are not a substitute for legal advice. They make it easier for qualified advisers to identify the actual issue, assess its consequences and help the company act on time. Revisit the process when the offering structure or business facts change.

Operational discipline

Keep one approved source of truth for the campaign. For each public statement, record who supplied the fact, where supporting evidence is stored, when it was checked and which wording was approved. Compare the campaign page, pitch materials, social posts, emails and investor responses against that record. A contradiction should be escalated, not explained away as a marketing variation.

Before launch, bring finance, operations, marketing and legal reviewers together for a complete-package review. Ask what facts changed, which assumptions remain open, whether public materials match filed disclosures, and who owns each next step. Record decisions and dates. The intermediary can explain its workflow, but platform review does not transfer issuer responsibility for disclosure accuracy.

During a live offering, monitor events that may make statements inaccurate, including financing changes, material customer developments, litigation, leadership changes and revised projections. Mark scheduled communications for review when facts change. Preserve approved versions and filing receipts. If an error is discovered, promptly consult the appropriate advisers about correction and investor communication rather than leaving conflicting statements in circulation.

These controls are not a substitute for legal advice. They make it easier for qualified advisers to identify the actual issue, assess its consequences and help the company act on time. Revisit the process when the offering structure or business facts change.

Operational discipline

Keep one approved source of truth for the campaign. For each public statement, record who supplied the fact, where supporting evidence is stored, when it was checked and which wording was approved. Compare the campaign page, pitch materials, social posts, emails and investor responses against that record. A contradiction should be escalated, not explained away as a marketing variation.

Before launch, bring finance, operations, marketing and legal reviewers together for a complete-package review. Ask what facts changed, which assumptions remain open, whether public materials match filed disclosures, and who owns each next step. Record decisions and dates. The intermediary can explain its workflow, but platform review does not transfer issuer responsibility for disclosure accuracy.

During a live offering, monitor events that may make statements inaccurate, including financing changes, material customer developments, litigation, leadership changes and revised projections. Mark scheduled communications for review when facts change. Preserve approved versions and filing receipts. If an error is discovered, promptly consult the appropriate advisers about correction and investor communication rather than leaving conflicting statements in circulation.

These controls are not a substitute for legal advice. They make it easier for qualified advisers to identify the actual issue, assess its consequences and help the company act on time. Revisit the process when the offering structure or business facts change.

Operational discipline

Keep one approved source of truth for the campaign. For each public statement, record who supplied the fact, where supporting evidence is stored, when it was checked and which wording was approved. Compare the campaign page, pitch materials, social posts, emails and investor responses against that record. A contradiction should be escalated, not explained away as a marketing variation.

Before launch, bring finance, operations, marketing and legal reviewers together for a complete-package review. Ask what facts changed, which assumptions remain open, whether public materials match filed disclosures, and who owns each next step. Record decisions and dates. The intermediary can explain its workflow, but platform review does not transfer issuer responsibility for disclosure accuracy.

During a live offering, monitor events that may make statements inaccurate, including financing changes, material customer developments, litigation, leadership changes and revised projections. Mark scheduled communications for review when facts change. Preserve approved versions and filing receipts. If an error is discovered, promptly consult the appropriate advisers about correction and investor communication rather than leaving conflicting statements in circulation.

These controls are not a substitute for legal advice. They make it easier for qualified advisers to identify the actual issue, assess its consequences and help the company act on time. Revisit the process when the offering structure or business facts change.

Operational discipline

Keep one approved source of truth for the campaign. For each public statement, record who supplied the fact, where supporting evidence is stored, when it was checked and which wording was approved. Compare the campaign page, pitch materials, social posts, emails and investor responses against that record. A contradiction should be escalated, not explained away as a marketing variation.

Before launch, bring finance, operations, marketing and legal reviewers together for a complete-package review. Ask what facts changed, which assumptions remain open, whether public materials match filed disclosures, and who owns each next step. Record decisions and dates. The intermediary can explain its workflow, but platform review does not transfer issuer responsibility for disclosure accuracy.

During a live offering, monitor events that may make statements inaccurate, including financing changes, material customer developments, litigation, leadership changes and revised projections. Mark scheduled communications for review when facts change. Preserve approved versions and filing receipts. If an error is discovered, promptly consult the appropriate advisers about correction and investor communication rather than leaving conflicting statements in circulation.

These controls are not a substitute for legal advice. They make it easier for qualified advisers to identify the actual issue, assess its consequences and help the company act on time. Revisit the process when the offering structure or business facts change.

Operational discipline

Keep one approved source of truth for the campaign. For each public statement, record who supplied the fact, where supporting evidence is stored, when it was checked and which wording was approved. Compare the campaign page, pitch materials, social posts, emails and investor responses against that record. A contradiction should be escalated, not explained away as a marketing variation.

Before launch, bring finance, operations, marketing and legal reviewers together for a complete-package review. Ask what facts changed, which assumptions remain open, whether public materials match filed disclosures, and who owns each next step. Record decisions and dates. The intermediary can explain its workflow, but platform review does not transfer issuer responsibility for disclosure accuracy.

During a live offering, monitor events that may make statements inaccurate, including financing changes, material customer developments, litigation, leadership changes and revised projections. Mark scheduled communications for review when facts change. Preserve approved versions and filing receipts. If an error is discovered, promptly consult the appropriate advisers about correction and investor communication rather than leaving conflicting statements in circulation.

These controls are not a substitute for legal advice. They make it easier for qualified advisers to identify the actual issue, assess its consequences and help the company act on time. Revisit the process when the offering structure or business facts change.

Operational discipline

Keep one approved source of truth for the campaign. For each public statement, record who supplied the fact, where supporting evidence is stored, when it was checked and which wording was approved. Compare the campaign page, pitch materials, social posts, emails and investor responses against that record. A contradiction should be escalated, not explained away as a marketing variation.

Before launch, bring finance, operations, marketing and legal reviewers together for a complete-package review. Ask what facts changed, which assumptions remain open, whether public materials match filed disclosures, and who owns each next step. Record decisions and dates. The intermediary can explain its workflow, but platform review does not transfer issuer responsibility for disclosure accuracy.

During a live offering, monitor events that may make statements inaccurate, including financing changes, material customer developments, litigation, leadership changes and revised projections. Mark scheduled communications for review when facts change. Preserve approved versions and filing receipts. If an error is discovered, promptly consult the appropriate advisers about correction and investor communication rather than leaving conflicting statements in circulation.

These controls are not a substitute for legal advice. They make it easier for qualified advisers to identify the actual issue, assess its consequences and help the company act on time. Revisit the process when the offering structure or business facts change.

A practical review meeting

A short, structured meeting can surface issues that separate document reviews miss. Finance confirms numbers and periods; operations checks business descriptions; marketing identifies active channels and scheduled material; counsel assesses legal questions. Record each unresolved item, its owner and deadline. Stop a communication if a material claim cannot be verified yet.

Maintain a dated archive of approved filings, campaign pages, advertisements, email copy and important investor responses. Limit access to sensitive records while ensuring responsible staff can find the current approved version. If a correction is needed, preserve the original and the corrected version with dates and rationale.

Related guidance and next steps

For broader preparation, review the Reg CF compliance checklist, campaign playbook, and true cost of a Reg CF raise. For help organizing a raise, Book a free consultation.

Not legal advice: This article is general educational information, not legal, tax, accounting or investment advice. Consult qualified securities counsel about your circumstances and verify current SEC requirements.

{"title": "Reg CF checkpoints", "items": [{"value": "$5M", "label": "maximum offering in 12 months"}, {"value": "21 days", "label": "minimum campaign duration"}, {"value": "120 days", "label": "general Form C-AR deadline"}], "source": "SEC.gov; verify current rules"}

{"title": "Disclosure workflow", "items": [{"label": "Before launch", "title": "Collect", "body": "Gather company, ownership, financial and offering records."}, {"label": "Draft", "title": "Reconcile", "body": "Align filing, campaign page and supporting materials."}, {"label": "Review", "title": "Resolve", "body": "Coordinate counsel and intermediary comments."}, {"label": "After close", "title": "Maintain", "body": "Calendar amendments and reporting duties."}]}

{"title": "Readiness sequence", "items": [{"title": "Name an owner", "body": "Track versions, deadlines and unresolved questions."}, {"title": "Source claims", "body": "Connect statements to current evidence."}, {"title": "Review package", "body": "Compare disclosures with campaign materials."}, {"title": "Archive", "body": "Preserve approvals and publication records."}]}

{"title": "Founder checklist", "items": ["Use current SEC forms and instructions", "Confirm intermediary procedures", "Reconcile financial and ownership records", "Review risks and claims for specificity", "Document approvals and versions", "Calendar post-offering duties"]}

{"type": "insider", "title": "Claim register tactic", "body": "Track each measurable claim, evidence source, owner, approved wording and verification date. Search every asset when a source changes."}

{"type": "insider", "title": "Change log tactic", "body": "Record event date, affected disclosure, owner and review decision once, then check every related page and scheduled communication."}

{"type": "wisdom", "title": "Trust lives in consistency", "body": "Strong compliance helps investors get a coherent and honest account of the opportunity and its risks."}