When conducting a Regulation A+ (Reg A+) offering, you have some flexibility, but the “portal vs. CPA” question involves two different roles in the process: compliance/recordkeeping and financial auditing.
The short answer is: You generally use a Transfer Agent or an investment portal for shareholder records, while a CPA is strictly for the financial audits.
1. The Role of the Portal (or Transfer Agent)
For Reg A+ offerings (especially Tier 2), the SEC has strict rules about how you track who owns your shares and how they paid for them.
- Shareholder Records: Most companies use an SEC-registered Transfer Agent or a specialized equity crowdfunding portal. These platforms automate the “cap table” (the record of who owns what) and handle the “paying records” (escrow, fund collection, and anti-money laundering checks).
- Why use one? If you have hundreds or thousands of small investors, tracking them manually is a compliance nightmare. For Tier 2 offerings, using a registered Transfer Agent also helps you stay exempt from certain “Exchange Act” reporting triggers that would otherwise force you to become a fully public company (like a standard IPO).
2. The Role of the CPA
A CPA (Certified Public Accountant) is a legal requirement for your offering, but their job is not to manage your daily payment records or shareholder lists.
- Audited Financials: For a Tier 2 offering, you must have two years of financial statements audited by an independent CPA.
- Tier 1: You still need financial statements, but they don’t necessarily need to be audited unless you already have them for another purpose.
- Ongoing Reporting: After the raise, a CPA will be needed to audit your annual reports (Form 1-K).
Comparison: Who Handles What?
| Feature | Investment Portal / Transfer Agent | CPA (Accountant) |
|---|---|---|
| Shareholder Records | Yes (Primary Responsibility) | No |
| Escrow / Fund Handling | Yes (Through a partner bank) | No |
| Financial Audit | No | Yes (Required for Tier 2) |
| Tax Reporting (1099s) | Yes | Sometimes (as a consultant) |
| SEC Filing (Form 1-A) | Helps host/facilitate | Audits the numbers inside it |
The Verdict: Can you just use a CPA?
No. A CPA cannot act as your “portal” or “Transfer Agent” for the purpose of maintaining securities records and handling investor funds unless they are also a registered Transfer Agent or Broker-Dealer, which is very rare.
Recommendation
- Hire a Transfer Agent: This is the most professional way to handle “paying records” and shareholder tracking. It ensures your cap table is “DTC-eligible” (meaning shares can be traded easily later).
- Use an Online Portal: If you are doing a “general solicitation” (marketing to the public), a portal provides the tech stack to accept credit cards, ACH, and wire transfers legally.
- Engage a CPA Early: You need them to audit your books before you even file your Form 1-A with the SEC.