Posts  / #POST-247011
REDDIT

Do SEC rules and U.S. securities laws apply to a Mexican company raising from U.S.-based investors?

G
Aug 20, 2026 · 23:09

I'm exploring incorporating a Mexican entity and potentially issuing SAFE-style/future-equity instruments to a small number of friends who are based in the U.S.

I'm trying to understand how U.S. securities laws apply when the **issuer itself is a foreign company**, but the investors are in the United States.

For example, if a Mexican company raises around $30k–$50k privately from 3–4 people in the U.S.:

* Does the Mexican company still need to rely on a U.S. securities exemption such as Section 4(a)(2) or Regulation D?
* Do state “blue sky” laws also apply based on where each investor lives?
* Does it matter whether the investors are accredited?
* Is Rule 506(b) available to a foreign issuer?
* Would a SAFE or SAFE-equivalent still be treated as a security even though the issuing company is Mexican?
* Are there any meaningful differences if the investors are U.S. citizens vs. simply U.S. residents?
* Am I correct that Regulation Crowdfunding (Reg CF) generally isn't available to a foreign issuer?

There would be no public advertising or crowdfunding involved - just a very small friends-and-family raise from people I already know.

I'm obviously planning to speak with a U.S. lawyer before taking any money, but I'm trying to understand the framework first and what compliance actually looks like for a foreign startup raising a small amount from U.S.-based investors.

Thanks!