The SEC’s Office of Investor Education and Advocacy is issuing this Investor Bulletin to advise investors about the inflation-adjusted increase in the investment limits for securities-based crowdfunding.

Crowdfunding generally refers to a financing method in which money is raised through soliciting relatively small individual investments or contributions from a large number of people.  The Jumpstart our Business Startups (“JOBS”) Act of 2012 required the SEC to adopt rules providing for securities-based crowdfunding.  As a result, in 2015, the SEC adopted crowdfunding rules that allowed the general public the opportunity to participate in the early capital raising activities of start-up and early-stage companies and businesses. 

Risks in crowdfunding investing.  Being able to invest at the early stages of a venture exposes investors to risks that may not be as prevalent with investments in publicly listed companies.  For example, investing in a crowdfunding opportunity may come with increased speculative risk in connection with whether the venture succeeds at all as well as the increased illiquidity associated with investing in a company not listed on a stock exchange.  You can explore these and other risks and learn about how you can invest in securities-based crowdfunding in our Investor Bulletin regarding crowdfunding.

The JOBS Act also provided that the dollar amounts in crowdfunding limits be adjusted for inflation every five years.  As a result of this statutory requirement, the SEC has adjusted the crowdfunding dollar amounts in relation to inflation.     

What are the new investment limits in crowdfunding?

Because of the risks involved with securities-based crowdfunding, you are limited in how much you can invest during any 12-month period in these transactions.  If you are a non-accredited investor, the limitation on how much you can invest depends on your net worth and annual income.  Following are the inflation-adjusted investment limits.

If either your annual income or your net worth is less than $124,000, then during any 12-month period, you can invest up to the greater of either $2,500 or 5% of the greater of your annual income or net worth. 

If both your annual income and your net worth are equal to or more than $124,000, then during any 12-month period, you can invest up to 10% of annual income or net worth, whichever is greater, but not to exceed $124,000. 

The following table provides a few examples:

Annual Income

Net Worth

Calculation

12-month Limit

$30,000

$40,000

greater of $2,500 or 5% of $40,000 ($2,000)

$2,500

$150,000

$80,000

greater of $2,500 or 5% of $150,000 ($7,500)

$7,500

$150,000

$124,000

10% of $150,000 ($15,000)

$15,000

$124,000

$900,000

10% of $900,000 ($90,000)

$90,000

 

Joint calculation.  You can calculate your annual income or net worth by jointly including your spouse’s income or assets.  It is not necessary that property be held jointly.  However, if you do calculate your income or assets jointly with your spouse, each of your crowdfunding investments together cannot exceed the limit that would apply to an individual investor at that annual income or net worth level.

How do I calculate my net worth?

Calculating net worth involves adding up all your assets and subtracting all your liabilities.  The resulting sum is your net worth. 

For purposes of crowdfunding, the value of your primary residence is not included in your net worth calculation.  In addition, any mortgage or other loan on your home does not count as a liability up to the fair market value of your home.  If the loan is for more than the fair market value of your home (i.e., if your mortgage is underwater), then the loan amount that is over the fair market value counts as a liability under the net worth test.

Further, any increase in the loan amount in the 60 days prior to your purchase of the securities (even if the loan amount doesn’t exceed the value of the residence) will count as a liability as well.  The reason for this is to prevent net worth from being artificially inflated through converting home equity into cash or other assets.

What are the other dollar amounts in crowdfunding that increased?

Other dollar amounts in securities-based crowdfunding that were adjusted for inflation include the offering amount thresholds for financial statement disclosure requirement.  The minimum level of financial disclosure required by the company depends on the amount of money being raised or raised by the company in the prior 12 months.  Following are the inflation-adjusted threshold amounts and a summary of the financial disclosure required:

  • $124,000 or less – financial statements and specific line items from income tax returns, both of which are certified by the principal executive officer of the company unless financial statements reviewed or audited by an independent public accountant and the accountant’s review or audit report, as the case may be, are otherwise available.
  • $124,000.01 to $618,000 – financial statements reviewed by an independent public accountant and the accountant’s review report unless financial statements audited by an independent public accountant and the accountant’s audit report are otherwise available.
  • $618,000.01 to $1.235 million – if first time crowdfunding and audited financial statements are not available, then financial statements reviewed by an independent public accountant and the accountant’s review report, otherwise financial statements audited by an independent public accountant and the accountant’s audit report.
  • More than $1.235 million (up to the maximum aggregate of $5 million) – financial statements audited by an independent public accountant and the accountant’s audit report.

An audit provides a level of scrutiny by the accountant that is higher than a review.