Form C-TR Filings

What Is SEC Form C-TR?

SEC Form C-TR is a filing used under Regulation Crowdfunding to notify the SEC that an issuer will no longer provide annual reports after becoming eligible to terminate that obligation. Related filing activity is often reviewed alongside the latest EDGAR filings and other crowdfunding filing data.

Key elements typically found in SEC Form C-TR include:

• Name of the issuer and, if applicable, co-issuer
• Legal status, jurisdiction of organization, and date of organization
• Address, website, and contact information of the issuer
• Information identifying the intermediary connected to the offering
• Reason the issuer is eligible to terminate reporting
• Signature of the duly authorized issuer representative

SEC Form C-TR Filing Deadlines

SEC Form C-TR does not have a fixed annual filing deadline. It is an event-driven filing that is submitted when an issuer becomes eligible to terminate its Regulation Crowdfunding annual reporting obligations.

Key Things to Know About Form C-TR Filing Rules

• Used to Terminate Annual Reporting: Form C-TR is used to notify the SEC that an issuer is terminating the annual reporting obligations that apply after a Regulation Crowdfunding offering.
• Eligibility Must Exist Before Filing: An issuer may terminate reporting only after meeting one of the applicable conditions, including becoming a reporting company under the Exchange Act, filing at least one annual report and having fewer than 300 holders of record, filing at least three annual reports and having total assets not exceeding $10 million, repurchasing all securities sold under Section 4(a)(6), or liquidating or dissolving under state law.
• It Is Not an Offering Statement: Form C-TR is not used to begin a crowdfunding offering or amend offering disclosures. It is a termination filing within the Form C framework after the reporting obligation has arisen.
• Filed Through EDGAR: Issuers submit Form C-TR electronically through EDGAR, and related activity may also be tracked through an SEC Forms Index.
• Annual Reporting Continues Until Termination Is Available: An issuer that sold securities under Regulation Crowdfunding generally must continue annual reporting until one of the permitted termination events occurs and Form C-TR is filed.

To monitor crowdfunding offering updates and reporting terminations, our platform helps you track key SEC filings related to Regulation Crowdfunding and ongoing issuer disclosure activity. Many issuers also file other private offerings besides Reg CF filings, which is typically done through Reg D. These offerings can be crowdfunded as well. See private offering list for Regulation D offerings.