In 2026, the budget for a Regulation A+ offering depends heavily on whether you choose to pay for a CPA audit (Tier 2) or State legal reviews (Tier 1).
While Tier 1 has lower federal costs, it often becomes a “death by a thousand cuts” due to the legal hours needed to file in multiple states.
2026 Estimated Budget Comparison
| Expense Category | Tier 1 (Up to $20M) | Tier 2 (Up to $75M) |
|---|---|---|
| SEC Legal Fees | $25,000 – $40,000 | $50,000 – $75,000 |
| State “Blue Sky” Legal | $20,000 – $50,000+ | $5,000 – $10,000 |
| CPA Audit Fees | $0 – $5,000 (Compilation) | $15,000 – $40,000+ |
| State Filing Fees | $10,000 – $15,000 (All states) | $5,000 – $10,000 (Notice only) |
| Transfer Agent Setup | $1,500 – $2,500 | $2,000 – $3,500 |
| Total Est. Launch Cost | $56,500 – $112,500+ | $77,000 – $138,500+ |
Key Budget Drivers
1. The Legal “Swap”
- In Tier 1, you save money on the audit, but your lawyer has to spend dozens of hours responding to state-level regulators in places like Michigan, Texas, or California.
- In Tier 2, your lawyer only really deals with the SEC. Most of your “extra” budget goes to the CPA instead of the attorney.
2. The CPA Audit (Tier 2 Only)
- Expect to pay $15,000 to $40,000 for a two-year “look-back” audit.
- Tip: If your books are disorganized (e.g., using personal bank accounts for business), the CPA will charge significantly more to “clean them up” before the audit even starts.
3. State Filing Fees
- Even though Tier 2 bypasses state review, you still have to pay the state’s “Notice Filing” fee.
- Most states charge between $100 and $1,250. If you are raising in all 50 states, budget roughly $10,000 just for these “admission tickets.”
4. Ongoing Costs (The “Hidden” Budget)
This is where the tiers really separate:
- Tier 1: After the raise, your annual legal/CPA cost is near $0 (just a simple exit report).
- Tier 2: You must file annual audited financials. Budget $15,000 – $25,000 per year for as long as you remain a reporting company.
The Verdict: Where is your “Break-Even”?
- Raise < $4M: Reg A+ is generally too expensive; look at Reg CF (Crowdfunding) instead.
- Raise $4M – $10M: If you only need Michigan and 1-2 other states, Tier 1 is the winner.
- Raise $10M+: Go Tier 2. The national reach and lack of state-by-state merit reviews make the audit cost well worth it.
Would you like me to create a 12-month “Capital Outlay” calendar so you can see when these payments are typically due during the filing process?