Securities Laws

“Regulation D” (or Reg D) is a United States Federal program created under the Securities Act of 1933, indoctrinated in 1982, that allows companies the ability to raise capital through the sale of equity or debt securities (private or public stock shares). Specifically, this allows small businesses to raise capital from private investors, without going […]

Section 230.502 – General conditions to be met. The following conditions shall be applicable to offers and sales made under Regulation D (§230.500 et seq. of this chapter):

The two general types of Regulation D capital raises: (1) Equity, and (2) Debt. These can also be combined into a Convertible hybrid of the two (see #3 below). 1. An ‘equity’ offering is where the company sells partial (or a majority) ownership in the company. The ownership, or equity, is transferred to investors via a security;

Section 230.501 – Definitions and terms used in Regulation D. As used in Regulation D (§230.500 et seq. of this chapter), the following terms shall have the meaning indicated:

Section 230.500 – Use of Regulation D. Users of Regulation D (§§230.500 et seq.) should note the following:

To start a Reg D Private Stock Sale (or a Note Offering) one needs to map-out a ‘Return On Investment’ scenario (“ROI”) for potential investors, i.e., what they’re going to get in return for investing. Once that’s complete it’s time to draft the required disclosure documents, also known as a Private Placement Memorandum, or PPM.

Companies that sell private or public securities to raise capital must file the appropriate documents with the SEC through their EDGAR system. To get started issuers will need to first register with the system. This requires a notarized ‘Form ID,’ which is uploaded to the Edgar filing system. After a few days (sometimes a few

State securities regulators have individual websites with important information. Click the state to visit the website of each agency. United States

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 The Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law on July 21, 2010 by President Barack Obama. Introduced by Senators Chris Dodd, and Barney Frank, following the Great Recession, this legislation set out to reshape the U.S. regulatory system in a

The Jumpstart Our Business Startups Act (the “JOBS Act”) was enacted on April 5, 2012. The JOBS Act aims to help businesses raise funds in public capital markets by minimizing regulatory requirements.