The SEC's small entity compliance guide summarizes one core rule for crowdfunding intermediaries: a Regulation Crowdfunding offering must run exclusively on an online platform operated by an intermediary registered either as a broker-dealer or as a funding portal. The guide is written for those two intermediary types and explains their substantive requirements, not issuer requirements.
For an editor or research assistant, the practical value is structural. The guide separates who may act as an intermediary, what a funding portal may not do, and how registration and membership fit together. Those distinctions are easy to blur when a crowdfunding announcement is summarized quickly.
What the guide covers
In 2015, the SEC adopted new rules and forms to let companies offer and sell securities through crowdfunding in reliance on the exemption under Section 4(a)(6) of the Securities Act of 1933. Those rules implement Title III of the JOBS Act, which added Sections 4(a)(6) and 4A to the Securities Act and Sections 3(h) and 12(g)(6) to the Exchange Act.
The compliance guide itself is explicitly limited in scope. It is intended only to summarize and explain the substantive requirements for crowdfunding intermediaries, meaning registered broker-dealers and funding portals. For compliance and registration details, the guide points readers to the adopting release for Regulation Crowdfunding, and it cross-references separate small entity guides for funding portal registration and for issuer requirements.
Who can act as an intermediary
To rely on the exemption, a crowdfunding issuer must conduct its offering exclusively through an online platform operated by a registered broker-dealer or a registered funding portal. The guide then splits the registration path by entity type.
- Already a broker-dealer: if you are a registered broker-dealer and a member of FINRA, you do not need to submit an additional registration form with the SEC to engage in crowdfunding.
- Not a broker-dealer: if you are not registered, and do not intend to register, as a broker-dealer but wish to act as an intermediary, you must register with the SEC as a funding portal on Form Funding Portal.
- Both paths: in addition to registering with the SEC, all crowdfunding intermediaries must also become a member of a registered national securities association.
That last point is the one most often dropped from short summaries. Registration with the SEC and membership in a registered national securities association are described as cumulative, not alternative.
What a funding portal cannot do
A funding portal is a crowdfunding intermediary that, under Section 304(b) of the JOBS Act and Exchange Act Section 3(a)(80), can engage in only limited activities. The guide lists three prohibited activities among others.
| Prohibited activity | What it means for a draft announcement |
|---|---|
| Solicit purchases, sales or offers to buy the securities offered or displayed on its platform | Do not describe a portal as promoting or recommending the securities on its platform. |
| Compensate employees, agents, or other persons for such solicitation or based on the sale of securities displayed or referenced on its platform | Do not describe sale-based compensation arrangements for a portal. |
| Hold, manage, possess, or otherwise handle investor funds or securities | Do not describe a portal as holding or handling investor money or securities. |
The guide is direct about the consequence: if an entity engages in, or plans to engage in, any of these activities, it must register as a broker-dealer rather than as a funding portal to act as an intermediary in crowdfunding transactions.
A short editorial checklist
The following checklist is a template for describing an intermediary, not a substitute for legal review. Each line maps to a statement in the guide.
- Name the intermediary type exactly: registered broker-dealer or registered funding portal.
- Confirm the offering is described as conducted exclusively through that intermediary's online platform.
- Do not attribute solicitation, sale-based compensation, or handling of investor funds or securities to a funding portal.
- If the entity is a broker-dealer and a FINRA member, do not imply a separate SEC registration form is required for crowdfunding.
- If the entity is a funding portal, note registration on Form Funding Portal.
- State national securities association membership as an additional requirement for all intermediaries.
Status labels for careful drafting
The guide describes adopted rules and requirements, so its statements should be labeled as rules rather than as proposals. In a table, that distinction looks like this.
| Statement in the source | Accurate label |
|---|---|
| New rules and forms adopted in 2015 | Adopted rule |
| Intermediary must register as broker-dealer or funding portal | Requirement |
| All intermediaries must join a registered national securities association | Requirement |
| Details in the adopting release and separate guides | Cross-reference |
This matters when a draft mixes an announcement of a new platform with the underlying compliance framework. The platform launch is an announcement; the intermediary categories and restrictions come from the guide as requirements.
What the source does not say
The guide does not set out issuer requirements in detail; it points to a separate small entity guide for issuers. It does not restate the full adopting release, and it does not provide registration instructions beyond pointing to that release and the funding portal registration guide.
It also does not state any offering size limits, investment limits, financial statement requirements, platform technology standards, or filing deadlines. It does not list the specific registered national securities association by name. It does not describe penalties or enforcement outcomes. And it does not provide any market data, pricing, or performance figures, so no such numbers should be inferred from this guide.
Any article that needs those details must draw them from the adopting release or the separate guides the source references, not from this summary. Where the source is silent, the honest editorial move is to say so and label the point as not addressed.