Many companies have been taking advantage of the 2012 JOBs Act and the crowdfunding space has been continually growing ever since.
Crowdfunding Technology & Compliance
Many companies have been taking advantage of the 2012 JOBs Act and the crowdfunding space has been continually growing ever since. One of the challenges for online funding platforms is learning how to implement user friendly technology that is also compliant with regulatory guidelines. North Capital offers technology-enabled compliance solutions for Regulation D, Regulation A, and Regulation CF offerings. It is important to determine which exemption type is best for your offering. There are multiple factors companies consider when deciding which exemption to utilize and how the offering should be structured.
Regulation D Offerings
There are two types of Regulation D offerings: 506(b) and 506(c). The 506(b) exemption requires that issuers only solicit interest from potential investors that they believe to be accredited investors with whom they have a substantive pre-existing relationship. The 506(c) exemption allows issuers to market the offering publicly through general solicitation, but investors must be verified as accredited investors before allowing an investment to be finalized. Companies utilizing Regulation D are not necessarily required to offer their securities through a broker-dealer if they are eligible to raise capital through the so-called “issuer’s exemption.” Whether a company and its principals are eligible for this exemption depends on a number of factors, including the number of offerings conducted during a one year period. Even though a broker-dealer may not be required, it is best practice (and in some cases, a requirement) for companies to run certain checks on investors to satisfy Know Your Customer (KYC) and Anti-Money Laundering (AML) obligations. In certain cases, it may also be appropriate to utilize a subscription escrow account to streamline investment flows and closing processes. North Capital offers KYC, AML, and escrow services to issuers who are in need of these services.
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Regulation A Offerings
The Regulation A exemption is becoming more commonly used since the JOBs Act was passed. Regulation A has two offering tiers: Tier 1 for offerings of up to $20 million in a 12-month period; and Tier 2 for offerings of up to $50 million in a 12-month period. Due to the state Blue Sky approval filing requirements for a Tier 1 offering, the most commonly utilized exemption is Tier 2. An important decision for a company to make when electing to do a Reg A offering is whether or not to offer securities through a broker-dealer. There are 8 states (New York, Texas, Arizona, Florida, Nebraska, North Dakota, Washington, and New Jersey) that effectively require a broker-dealer involvement in order for their residents to invest in a Reg A offering.
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Regulation CF Offerings
Intermediaries can go through an application process with the SEC and FINRA to become a Registered Funding Portal for Regulation CrowdFunding offerings. Registered Funding Portals are classified as self-regulated entities and must follow specific guidelines on how the offerings are displayed and how an investor is onboarded. When going through the application process, a prospective Portal must identify an escrow provider and answer certain questions about how the platform will service the platform’s investors. There are a handful of technology solutions that can be utilized to help funding portals fulfill these requirements and get to market more quickly. Some companies choose to license technology because it can reduce overhead and shorten a Portal’s time to launch. North Capital offers three technology solutions that can assist these platforms. The solutions are a white-label platform (Marketplace-as-a-Service), investor micro portal (DirectInvest Button), and an API solution (TransactAPI). North Capital currently provides escrow services to multiple Registered Funding Portals.
To learn more about Regulation CF: