Reg A+ Audit
Independent audits for Reg A+ filers — GAAS-compliant, EDGAR-ready, and delivered on time.
What Is a Reg A+ Audit?
And why the SEC requires one.
A Reg A+ audit is an independent examination of your company's financial statements, conducted by a licensed CPA under U.S. Generally Accepted Auditing Standards (GAAS) — and filed with the SEC as part of your offering circular.
The auditor issues a formal opinion on whether your financials are presented fairly and free of material misstatement.
It is a legal requirement for Tier 2 offerings under Regulation A+, and strongly advisable for Tier 1. Without it, your offering cannot be qualified by the SEC..
Per SEC Rules 251–263 under Regulation A (17 CFR Part 230) — Tier 2 offerings require two years of audited financial statements prepared in accordance with U.S. GAAP and audited under U.S. GAAS by an independent auditor.
The auditor issues a formal opinion on whether your financials are presented fairly and free of material misstatement.
It is a legal requirement for Tier 2 offerings under Regulation A+, and strongly advisable for Tier 1. Without it, your offering cannot be qualified by the SEC..
Per SEC Rules 251–263 under Regulation A (17 CFR Part 230) — Tier 2 offerings require two years of audited financial statements prepared in accordance with U.S. GAAP and audited under U.S. GAAS by an independent auditor.
Who needs one:
Companies raising under Tier 2 (up to $75M) — two years of audited financial statements are required by SEC rules before your offering circular can be qualified. No audit, no raise.
Companies raising under Tier 1 (up to $20M) — audited financials are not federally required, but most state regulators and serious investors will expect them. Skipping the audit creates friction with both.
Companies that have already filed or are amending a prior offering — if your financials have changed materially, updated audited statements may be required before requalification.
Sources: 17 CFR §230.251 (Regulation A offering tiers and limits); 17 CFR §230.257 (Tier 2 audited financial statement requirement); SEC Release No. 33-9741, Regulation A+ Final Rules (March 2015); PCAOB AS 1000 / U.S. GAAS (applicable auditing standards for Reg A+ issuers).
How the Audit Process Works
From engagement to final report — here's what to expect.
From engagement to final report — here's what to expect.
Planning & Scoping
We review your company's corporate structure, cap table, prior financials, and SEC filing history. We send you a PBC list — a checklist of documents required for your offering circular.
Fieldwork
Our team examines your financial records, tests transactions, verifies balances, and and assess whether your financials meet SEC presentation requirements for Regulation A+ filings.
Draft Financial Statements
We prepare a draft of your audited financial statements and share them with share them with management and your securities counsel for review — formatted for inclusion in your Form 1-A offering circular. We deliver this within two weeks of completing fieldwork.
Management Review & Responses
You review the draft, ask questions, and provide any final clarifications. We address any findings or recommendations.
Final Report Issuance
We issue the signed auditor's report along with the complete financial statement package — ready for filing with the SEC via EDGAR as part of your Form 1-A or annual report on Form 1-K
Total engagement typically runs 3–6 weeks from signed engagement letter to final report issuance. Tier 2 filings require two years of audited financials — if prior-year audits don't exist, we scope accordingly. We coordinate directly with your securities counsel to keep your offering timeline on track..
Why Organizations Choose GreyWood
- We Know the SEC ProcessMost CPA firms have never filed an audit with EDGAR. We have. We know how the SEC reviews Reg A+ financials, what triggers comment letters, and how to present your statements to minimize back-and-forth with the SEC during the review process.
- We Work on Your TimelineCapital raises don't wait. We coordinate directly with your securities counsel and broker-dealer from day one — so your audit doesn't become the bottleneck between you and your closing date.
- Drafts in 3 WeeksMost firms take months. We deliver draft audited financials within three weeks of fieldwork completion — formatted for Form 1-A and ready for your counsel to file.
Frequently Asked Questions
Reg A+ does not require a PCAOB audit. Unlike fully reporting public companies under the Securities Exchange Act, Reg A+ issuers only need financials audited under U.S. GAAS — the same standard applied to private companies. PCAOB audits are significantly more expensive and time-consuming. GreyWood conducts GAAS audits, fully compliant with SEC requirements for Reg A+ filings.
Tier 1 allows raises up to $20M and has no federal audit requirement, though individual states may impose one through their own securities review process. Tier 2 allows raises up to $75M, preempts state review, and requires two years of GAAS-audited financial statements filed with the SEC. Most serious Reg A+ raises go Tier 2 for exactly that reason — state-by-state review is unpredictable and slow.
Two years. If your company has been operating for less than two years, you provide audited financials for however long you have been in existence. If prior-year audits don't exist, we scope the engagement to cover both years — we'll discuss this during your initial consultation so there are no surprises.
We send you a prepared-by-client (PBC) list at the start of the engagement. Typically this includes two years of financial statements, bank statements, general ledger, capitalization records, board minutes, material contracts, and any prior tax returns. If you've already started your Form 1-A preparation with securities counsel, share that draft — it helps us align the audit scope with your filing timeline from day one.
Comment letters on financial statements are common in Reg A+ reviews and not a cause for alarm. If the SEC raises questions about your audited financials, we assist in drafting the response in coordination with your securities counsel. We stand behind our work through the full SEC review process — our engagement doesn't end at report issuance.
No. The SEC does not require the auditor to be PCAOB-registered for Reg A+ offerings — this is confirmed in Form 1-A requirements and the SEC's own Financial Reporting Manual. The audit must be conducted under U.S. GAAS by an independent CPA who meets SEC independence standards under Regulation S-X — PCAOB enrollment is not a condition. GreyWood's CPAs are fully qualified to sign Reg A+ audit reports.
Get a Clean Opinion. On Time.
We'll assess your requirements and give you a clear recommendation within 15 minutes — at no cost.