Regulation A+ audits
We audit the financial statements for your Form 1-A offering circular and your annual reports on Form 1-K. As a PCAOB-registered firm, we can also prepare your company for OTCQX, OTCQB or a later Exchange Act registration.
Regulation A lets eligible companies raise capital from the public through an offering statement on Form 1-A that the SEC qualifies, without a full Securities Act registration. Under Rule 251, the issuer must be organized in, and have its principal place of business in, the United States or Canada. Latin American founders often meet this test through a U.S. holding company. This service is for:
See our Regulation A glossary entry for the basics. If you are deciding between Regulation A and a registered IPO, compare this page with our S-1 audit service.
The requirements come from Part F/S of Form 1-A. Tier 2 financial statements must be audited and must comply with Article 8 of Regulation S-X, as if the issuer were filing a Form S-1, although the age rules of Part F/S apply instead. The audit may follow either U.S. GAAS (AICPA) or PCAOB standards. The auditor's report and qualifications must meet Article 2 of Regulation S-X, including the independence rules of Rule 2-01, and the audit firm may, but need not, be PCAOB-registered. Interim financial statements may be unaudited.
Under Rule 257 and the SEC's Regulation A guidance, a Tier 2 issuer files:
Note: A PCAOB audit is often the better choice from the start. The OTCQX Rules for U.S. Companies and the OTCQB Rules (both dated April 6, 2026) exempt Regulation A reporting companies from the PCAOB-registered auditor requirement for initial eligibility only. After that, annual audits must be performed by a PCAOB-registered auditor. An Exchange Act registration or an exchange listing also requires PCAOB audits. For the differences between the two markets, see OTCQB vs. OTCQX audit requirements.
Age of financial statements. Under Part F/S, the age limits apply both at filing and at qualification. More than nine months after fiscal year-end, you need an interim balance sheet dated no earlier than six months after that year-end, with interim statements covering at least six months. We schedule the audit around your expected qualification date so the numbers do not go stale while the SEC reviews your filing.
The timeline below is an illustration for a Tier 2 audit of two fiscal years. Your actual timeline is confirmed in your written proposal.
We run independence checks, agree whether the audit follows AICPA or PCAOB standards, confirm the periods, and sign the engagement letter with a fixed fee.
We walk through your processes, assess risks, and send a dated request list.
We test balances and transactions, send confirmations, and review equity issuances, related-party transactions and going-concern matters.
We review the financial statements and footnotes, complete the quality review, and issue the audit report and the consent for Form 1-A.
We support responses to SEC comments and update the audit if the statements approach their age limit. Each year we plan the Form 1-K audit backward from the 120-day deadline.
You receive a fixed fee in writing before fieldwork starts. The main factors are:
See how we price for more detail.
As a PCAOB-registered firm, we can perform your Regulation A audit under PCAOB standards. That can make a later OTC Markets audit or uplisting audit easier.
The signing partner is involved from planning through issuance of the report and consent.
Our teams work in English and Spanish, which helps companies whose founders or operations are in Latin America.
Your proposal includes the scope, a week-by-week timeline and a fixed fee. We reply to proposal requests within one business day.
Write to info@sesglo.com with your tier, fiscal year-end and target filing date, or use our contact page.
FAQ
Not as a rule. Part F/S of Form 1-A allows unaudited Tier 1 financial statements labeled as unaudited. However, if the issuer already obtained an audit for another purpose, that audit must be filed. The audit must have been performed under U.S. GAAS or PCAOB standards by an auditor independent under AICPA rules or Rule 2-01, together with a report that complies with Rule 2-02 of Regulation S-X.
Not for the offering statement itself. Part F/S states that firms auditing Tier 2 financial statements may, but need not, be PCAOB-registered, and the audit may follow AICPA or PCAOB standards. The auditor must still meet the independence and report requirements of Article 2 of Regulation S-X. Market rules, such as those of OTC Markets, can require a PCAOB-registered auditor for later periods.
Rule 251 limits Tier 1 to $20 million in any 12-month period, including no more than $6 million sold by affiliate selling securityholders. Tier 2 is limited to $75 million, including no more than $22.5 million by affiliate selling securityholders. Unless the securities will be listed on a national exchange, a non-accredited investor in a Tier 2 offering is subject to a 10% investment limit.
If the filing or qualification happens more than nine months after the latest fiscal year-end, Part F/S requires an interim balance sheet dated no earlier than six months after that year-end, with interim statements covering at least six months. Within three months after year-end, the two preceding year-ends may be used, together with an interim balance sheet. The interim statements may be unaudited.
Regulation A does not require a review of the semiannual financial statements in Form 1-SA. Many issuers still ask for one when they plan to register under the Exchange Act or to uplist, so that the interim numbers have been examined before an SEC filing requires a PCAOB review under AS 4105. We quote a review as an option.
Yes. Both markets accept Regulation A reporting companies that are current in their EDGAR filings. The OTCQX and OTCQB rules in effect as of April 2026 exempt these companies from the PCAOB-registered auditor requirement for initial eligibility only. After that, their annual audits must be performed by a PCAOB-registered auditor. Other eligibility tests, such as a minimum bid price, also apply.
Under Rule 257(d), a Tier 2 issuer may suspend its reporting obligations by filing Form 1-Z if its securities are held of record by fewer than 300 persons (1,200 for banks), subject to conditions. For example, suspension is not available in a fiscal year in which a Tier 2 offering statement was qualified. An issuer that becomes an Exchange Act reporting company satisfies its Regulation A reporting through its Exchange Act reports.
Keep reading
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