In intrastate crowdfunding, businesses raise capital by selling securities only within their own state. This exemption may be of interest to your business because it does not restrict the size of the offering or the number of investors who may take part. As the offering company, you must do the majority of your business in the state in which you are selling securities, and all investors must provide a statement to attest that they live in the same state and that they will not sell their offering outside the state for at least nine months. Many times clients’ biggest concerns involve one of the following:
- How to get the syndication done with all the compliance in the time frame required
- Understand how they can advertise to avoid problems
- How to do things the right way, but not the ‘overkill way.’
Intrastate offerings can be an excellent opportunity for crowdfunding, and they also require careful oversight to maintain compliance and ensure all investors qualify with the requirements. Call the real estate attorneys at Moschetti Law Group today and see how we can help you build a comprehensive strategy for intrastate offerings.
Barry was syndicating a property in California to California investors. He had heard that the rules were different between those of the state’s ‘Blue Skies Laws’ and the SEC, but it wasn’t clear what needed to happen and by what time.
We worked with Barry to develop a strategy to syndicate the property within the state’s requirements and let him pay real estate agents referral fees and advertise differently.
What are the common types of California intrastate offerings?
Common California Intrastate Offerings:
- 25102(f) Exemption – limited offering with investors with pre-existing relationships with the seller and no more than 35 unaccredited investors
- 25102(n) Exemption – in California and 30 other states that adopted the Model Accredited Investor Act, this exemption can be taken if your offering is $5 million or under and all investors are accredited
- Qualification by permit
- Regulation D Rule 506 – public advertisement allowance
- Regulation D Rule 504 – Small Corporate Offerings Registration (SCOR) for raising capital or succession planning allows brokers to trade securities directly
All of these intrastate offerings involve thorough and careful disclosures to the investors in a Form D or Private Placement Memorandum. This is an important step in the success of your company’s offering and the relationship with investors as well as safeguarding yourself through compliance with state securities laws.
Each exemption has specific allowances for advertising or communicating the investment opportunity to potential investors.