Private Placement Advisors LLC 





advising on exempt offerings to find investors.  

Tier I versus Tier II

Tier  i


  • Raise up to $20M in a 12 month period
  • No more than $6M can be offered for sale from affiliate security holders
  • Affiliates are also precluded from selling more than 30% of internal shares in the Reg A+ offering
  • Requires Form 1-A registration statement with the SEC
  • Non-affiliates can sell their shares after one year under SEC Rule 144
  • Company must engage in the services of an SEC registered Transfer Agent
  • Available to C-corps, S-corps and Limited Liability Companies (including REITs) with organized businesses in the United States and Canada
  • Requires PCAOB or GAAP audited financial statements for the previous two years
  • Requires adherence to state Blue Sky laws
  • Allows solicitation to and investment from both accredited and non-accredited investors 

Tier 2


  • Raise up to $50M in a 12 month period
  • No more than $12M can be offered for sale from affiliate security holders
  • Affiliates are also precluded from selling more than 30% of internal shares in the Reg A+ offering
  • Requires Form 1-A registration statement with the SEC
  • Non-affiliates can sell their shares after one year under SEC Rule 144
  • Company must engage in the services of an SEC registered Transfer Agent
  • Available to C-corps, S-corps and Limited Liability Companies (including REITs) with organized businesses in the United States        and Canada
  • Subject to Tier 2 on-going annual and semi-annual reporting requirements
  • Requires PCAOB or GAAP audited financial statements for the previous two years
  • Preempts necessity of adhering to state Blue Sky laws
  • Allows solicitation to and investment from both accredited and non-accredited investors

Who is excluded from participating?


  • Any companies subject to the order of the SEC within the last five years (under Section 12(j) of the Exchange Act)
  • No asset backed securities or undivided interests in oil, gas and/or mineral rights
  • Certain “bad actors”
  • Certain types of reporting companies
  • Investment firms and funds
  • Companies with no business plan or whose sole purpose is to engage in M&A activity
  • Companies that have failed to file according to the Regulation A+ rules over the past two years
  • Companies with annual revenue greater than $50 million or a public float greater than $75 million

Our Exempt Offerings Library includes books and audiobooks on crowdfunding, exempt offerings, and other topics.

Our monthly reporting service, Exempt Offerings Reporter, summarizes recent developments in the world of Blue Sky law and regulation. 

To get started or just to ask questions, email dslain@privateplacementadvisors.comDouglas Slain can be reached directly at 415-317-6130.