# 17 CFR § 230.254: Preliminary offering circular

> Federal · Regulations · In force

URL: https://www.frixlaw.com/law-library/statutes/ecfr-17-230.254

## Section

- **Citation:** 17 CFR § 230.254
- **Heading:** Preliminary offering circular
- **Jurisdiction:** Federal
- **Kind:** Regulations
- **Status:** In force
- **Text as of:** September 22, 2026
- **Source:** Publisher's official text
- **Location:** Title 17—Commodity and Securities Exchanges > CHAPTER II—SECURITIES AND EXCHANGE COMMISSION > PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 > Regulation A—Conditional Small Issues Exemption

## Text

After the filing of an offering statement, but before its qualification, written offers of securities may be made if they meet the following requirements:
(a) Outside front cover page. The outside front cover page of the material bears the caption Preliminary Offering Circular, the date of issuance, and the following legend, which must be highlighted by prominent type or in another manner:
An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.
(b) Other contents. The Preliminary Offering Circular contains substantially the information required to be in an offering circular by Form 1-A (§ 239.90 of this chapter), except that certain information may be omitted under Rule 253(b) (§ 230.253(b)) subject to the conditions set forth in such rule.
(c) Filing. The Preliminary Offering Circular is filed as a part of the offering statement.
[80 FR 21895, Apr. 20, 2015]

## Nearby sections

- [17 CFR § 230.236 § 230.236 Exemption of shares offered in connection with certain transactions.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.236.md)
- [17 CFR § 230.237 § 230.237 Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.237.md)
- [17 CFR § 230.238 § 230.238 Exemption for standardized options.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.238.md)
- [17 CFR § 230.239 § 230.239 Exemption for offers and sales of certain security-based swaps.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.239.md)
- [17 CFR § 230.240 § 230.240 Exemption for certain security-based swaps.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.240.md)
- [17 CFR § 230.241 § 230.241 Solicitations of interest.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.241.md)
- [17 CFR § 230.251 § 230.251 Scope of exemption.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.251.md)
- [17 CFR § 230.252 § 230.252 Offering statement.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.252.md)
- [17 CFR § 230.253 § 230.253 Offering circular.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.253.md)
- [17 CFR § 230.254 § 230.254 Preliminary offering circular.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.254.md)
- [17 CFR § 230.255 § 230.255 Solicitations of interest and other communications.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.255.md)
- [17 CFR § 230.256 § 230.256 Definition of “qualified purchaser”.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.256.md)
- [17 CFR § 230.257 § 230.257 Periodic and current reporting; exit report.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.257.md)
- [17 CFR § 230.258 § 230.258 Suspension of the exemption.](https://www.frixlaw.com/law-library/statutes/ecfr-17-230.258.md)

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Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/ecfr-17-230.254. Check the current official text before relying on it. Not legal advice.