What happens if I miss my Form C-AR annual report deadline?

Form C-AR, the Regulation Crowdfunding annual report, is due on EDGAR no later than 120 days after the end of the fiscal year the report covers — not 120 days after your raise closed. SEC Rule 202 also requires you to post the annual report on your website. If the deadline has passed and you have not filed, the SEC’s rules treat you as delinquent until the report is on file.

You can lose access to Reg CF

The most concrete consequence sits in SEC Rule 100(b)(5). An issuer that has sold securities under Reg CF and has not filed the required ongoing annual reports during the two years immediately before filing a new offering statement is not eligible to use Regulation Crowdfunding. The rule’s instruction states that a delinquent issuer can rely on Reg CF again once it has filed both of the annual reports required during that two-year period. The Form C eligibility certification for a new offering also asks about required ongoing reports during the preceding two years, so a missed report tends to surface exactly when you want to raise again.

The obligation does not expire on its own

Missing the deadline does not end the requirement. Under Rule 202, reporting continues until one of five termination conditions is met — for example, having filed at least one required annual report since your most recent Reg CF sale while having fewer than 300 holders of record. When a condition does apply, Rule 203 requires filing Form C-TR within five business days of becoming eligible to stop reporting. Do not stop filing on an assumption; confirm the condition with securities counsel first.

What to do now

1. Tell your securities counsel promptly and have them assess the gap.
2. Check whether a Rule 202 termination condition already applied before the deadline; if so, the right fix may be a Form C-TR analysis rather than a late report.
3. Otherwise, prepare and file the overdue Form C-AR as soon as you can, post it on your website, and keep the EDGAR acceptance record and posting proof.
4. If you plan to raise again through Invown, raise the reporting gap with us early so it can be addressed before any new filing.

For the full filing workflow, see Reg CF annual reporting: a post-close issuer checklist and our help article on annual reporting after your raise. This article is educational information, not legal advice. For Invown-specific questions, contact support.