Navigating the legal and financial requirements to begin investing and/or raising capital can be difficult. Please use these resources as a guide to begin your journey.
Crowdfunding investments is a way to source money for a company by asking a large number of backers to each invest a relatively small amount in it. In return, backers receive equity shares of the company.
An investment in a private fund can take the form of debt or equity. Many, but not all, focus on private, non-public companies in their investing mandate. When an investor allocates to a private fund, they will receive shares or units of that fund. Private funds may also invest in public securities but will generally utilize an alternative investment approach, like a long/short hedge fund.
A “private placement” is a private alternative to issuing, or selling, a publicly offered security as a means for raising capital. In a private placement, both the offering and sale of debt or equity securities is made between a business, or issuer, and a select number of investors. Both public and private companies use the private placement market for a variety of reasons, including a desire to access long-term, fixed-rate capital, diversify financing sources, add additional financing capacity beyond existing investors (banks, private equity, etc.), or, in the case of privately held businesses, to maintain confidentiality.
Crowdfunding is a simplified way for business owners to access the U.S. Capital Markets. The Federal Regulations underlying a crowdfunding capital raise are designed to provide easier access to capital markets for entrepreneurs seeking funding to expand businesses, provide operating capital, and for a myriad of other uses.
We hope these FAQs provide you with answers to some of your questions about a potential crowdfunding campaign.
As with all financial and legal matters, it is critically important for you to consult your own advisors prior to deciding whether crowdfunding is appropriate for your business.
In 2012, President Obama signed the legislation creating the JOBS Act. Among many of the law’s goals, the JOBS Act made it possible for every U.S. resident to invest in startups, regardless of wealth or status. The idea was to provide more access to investment opportunities to more Americans and to provide access to companies that historically had difficulty raising funds in the capital markets.
As a practical matter, this means owners and entrepreneurs can potentially find funding from non-traditional sources of capital, like crowdfunding, to fund their ideas and dreams.
Under the Federal Regulation that governs crowdfunding (S.E.C. Regulation CF), you can now raise a maximum of $5 million from both accredited and non-accredited investors every 12 months.
The rules that govern crowdfunding now permit companies to raise up to $5 million in a 12-month period using crowdfunding. The first thing to decide is how much you need to raise to achieve your business goals and over what time period will you deploy any capital raised.
The next consideration should be how you will deploy any funds raised. You do not want to raise more money than you need, but you also do not want to raise too little. Budgeting and being honest with yourself about these issues will help guide you as you think about funding levels.
After you and your advisors have determined that a Regulation CF raise is the appropriate course of action, there are numerous steps to complete before your campaign can be considered for acceptance onto a crowdfunding platform and go live.
After choosing to do a Regulation CF campaign, the next questions for you to answer are about your business. First, what is your story? You should tell you story your way, in your own words. Everyone began their businesses for their own reasons. Investors want to hear why YOU built your business the way that you did. Your story should be clear, concise, and compelling. Investors should read your story and want to know more about you.
Second, tell investors about the business of your business. What do you manufacture, sell, or offer? What service do you provide and how is it provided? Again, add details that paint a complete picture, but remember, you have only a few paragraphs to impress investors. Don’t get bogged down in little details. Tell them what you do and how, and move on.
Third, you need to provide investors with basic financial information. One of the most basic questions is what is your business worth, i.e., what is your valuation? This is up to you but be prepared to explain how you reached your valuation. In other words, be prepared to show your work.
Additional basic business metrics and information, such as cost of goods sold, distribution agreements, intellectual property (e.g., patents, trademarks, etc.), monthly expenses, revenues, founder and officer biographies, and other data that reflect the true nature of the health and progress of your business, should be included when preparing your preliminary information.
You need to decide what you are offering in exchange for an investment. What type of security do you want to sell and how much of it? How many investors do you ultimately want? What about a minimum investment amount? A minimum funding amount? These are questions that are up to you to answer. Ultimately, we encourage you to speak with your advisors before determining what investors get for their money.
Yes. You must file a Form C with the Securities and Exchange Commission. This is discussed below. You should also have basic corporate documents, such as Articles of Incorporation, a federal tax I.D., and documented Board Resolutions that reflect that the company has approved a capital raising effort. In addition, you may be asked for more documentation, such as an operating agreement, contract, or employment agreement, depending on the facts and circumstances of your raise.
You will also need your financial documentation in order. Depending on the amount of funding that you are seeking, the level of formality can vary:
In addition, keep in mind that the more formal financial records are, the higher the cost of having such records prepared.
Initial costs of launching a Regulation CF campaign vary from company to company and can change during the course of a campaign depending on facts and circumstances. Since Arcview Capital cannot provide legal or account advice, you may require the services of an attorney and/or a Certified Public Account. In that event, you should budget somewhere between $4,000-$10,000 for the financial review and legal documentation required to launch a campaign. Note that if you want to raise more than $1,070,000 from the beginning, you will need a full financial audit, which will bring an additional cost.
You will also need to pay for your escrow account and services. All investor funds must be deposited into an escrow account. Arcview Capital’s platform partners have such services available. During the onboarding and campaign preparation period, you will sign an agreement directly with the escrow company and pay them directly for their services. Escrow companies typically charge additional fees for things like money-movements. The escrow companies will provide you with all of the potential costs so you can budget accordingly.
The success fee charged to issuers is 7% of the total amount raised during the campaign. This fee is imposed only on actual funds raised not the funding goal.
In addition, one of our partners will also require equity in your company equal to 2% of the amount of funds raised. Details are available from the provider.
While federal laws and rules regulate crowdfunding, there is no “right” to raise funds. Thus, crowdfunding providers generally have minimum criteria that companies must meet before they will agree to accept a particular campaign. Arcview Capital is no exception. Whether using Arcview Capital’s own platform or that of its partner, we will require a preliminary application to determine whether your company will be permitted to use our crowdfunding platform.
Initially, you must meet the following criteria before we will consider your application for conducting crowdfunding:
In addition, because we operate in the cannabis industry, some platforms will not permit “plant-touching” businesses to raise funds on their platform.
If you meet the previous criteria, Arcview Capital will accept a preliminary application for consideration.
No one factor, criterion, or formula, will be determinative when deciding on whether to accept a company for funding. As guidance, however, we and our partners will consider some or all of the items below. Other factors may be considered, and if you believe that there are special or unusual facts and circumstances that we should review, you should highlight them in your preliminary submission.
These are non-exclusive criteria. Additional and different factors may be considered for your company if appropriate.
Lastly, certain factors or criteria may be waived or applied in a modified manner at the discretion of the platform provider. Note, however, that in such circumstances, the modification or waiver of what would otherwise be an important consideration will be considered only if doing so will not compromise investor protection principles and requirements.
After reviewing your preliminary application, you will be notified of the decision to accept or decline your proposed crowdfunding campaign. If you are approved, the formal process of preparing for the campaign begins.
Generally, you should allot at least four to six weeks to complete the onboarding process. Please note that the more you are on top of things, the faster the process may go.
Your company must be a U.S. incorporated entity and not be engaged in any of the prohibited activities defined above. You will need to have your financial records in order, which may require work by a certified public accounting firm.
You must also file a Form C. When raising funds in the capital markets, you must disclose key information about your company and the offering, such as the background on the founders, the company’s business model, the price of shares, the goal amount the company seeks to raise, other basic financial information about the company, and risks associated with the investment opportunity. This information will be available to the public.
The Form C is a formal regulatory document that must be completed carefully. While the Form C is time-intensive and fact-based, it can protect the company from any future investor complaints, and it can be a marketing asset. Put another way, it serves as one of the main sources of information about your company that potential investors will examine. You should be transparent about the risks and unknowns with your business model and present the details of your business confidently along with your plans and growth opportunities for the future.
We urge you to consult with an attorney when completing this form so no errors are made that may delay your raise or worse. We can refer you to a legal service that can help you complete this form.
The Form C will be posted with your offering with all of your other materials. Investors will rely on your Form C and the associated “Offering Details” document to get a clear picture of the business and insight into the inner workings of your business and its actual financials.
Crowdfunding is designed to get word of your company out to potential investors. For you to increase chances of a successful funding campaign, you will want to create and post marketing materials, like videos, investor presentations, etc., that are designed to convince an investor you are worth their investment.
While you have a fair amount of latitude in deciding what materials to use and/or create, there are a couple of basic rules to keep in mind:
There are additional materials available on Arcview Capital’s website that offer suggestions for the types of materials you may consider. We also may be able to refer you to professional marketing agencies who can describe their services and the costs to you of employing them.
At the beginning of the campaign, you will need to determine what the minimum funding amount is for your raise. Typically, this amount is set at a low enough level so you can get at least some funding from the campaign. This will be a discussion with the platform provider. No matter the minimum funding level, however, you have to raise at least 120% of that amount and await the expiration of the SEC-mandated 3-week cooling-period before you can disburse funds raised as your campaign continues accepting new investments.
How long your campaign lasts will depend on your goals and the market reaction to your offering. Simply put, you want to ensure you leave the campaign open long enough to garner genuine interest in the offering and give yourself a chance to raise funds, but not so long that it becomes stale and new offerings on a platform begin to eclipse interest in your company. While subject to discussion and the facts and circumstances of each offering, a typical campaign is live for at least 60 days but no more than 120 days.
These documents and links are offered as educational resources and are not meant to be definitive or authoritative “manuals” or sources on crowdfunding.
Please consult your legal and financial advisors before making any decisions regarding funding.
If you have additional questions, please reach out to Arcview Capital at firstname.lastname@example.org.