SEC to release long-awaited ‘crowdfunding’ rule

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Financial Post  |  October 23, 2013

SECEntrepreneurs and start-up companies looking for backing will be able to solicit small investments over the Internet from the general public under a new proposal to be released by U.S. regulators on Wednesday.

The Securities and Exchange Commission’s “crowdfunding” plan is a requirement in the Jumpstart Our Business Startups (JOBS) Act, a 2012 law enacted with wide bipartisan support that relaxes federal regulations to help spur small business growth.

Equity crowdfunding lets small companies raise money by pooling together tiny investments from people around the country in exchange for a potential financial return.

If adopted by the five-member SEC, the rule would be a major shift in how small U.S. companies can raise money in the private securities market.

Private companies are now only allowed to solicit investors  deemed to be “accredited,” meaning they have a net worth of $1 million, excluding the value of their home, or an individual annual income over $200,000. The crowdfunding rule would let small businesses raise over $1 million a year by tapping unaccredited investors.

Companies could sell stakes to mom-and-pop investors without registering the securities with the SEC, a move designed to make it cheaper and less cumbersome for struggling startups trying to get their businesses off the ground. They would still be required to raise the money through regulated broker-dealers such as CircleUp or through crowdfunding portals.

How many entities might register as crowdfunding portals is still unknown, as many are holding off making any decisions until they see how the SEC’s rules shape up.

Link to View LIVE SEC SUNSHINE MEETING (CROWDFUNDING RULING) 10am PDT

Companies using crowdfunding would also have to make some disclosures about their businesses, and how much they could raise from an unaccredited investor would be limited based on certain income thresholds.

The prospect of opening up capital raising to a wider swath of investors has excited many startups.

But the SEC has struggled with how to craft a workable rule that strikes a balance between helping to knock down barriers for startups, while also protecting investors from fraud.

Prior to Congress passing the law, a raft of measures were added to the bill that investors advocates say will help protect consumers.

One provision requires companies raising more than $500,000 through crowdfunding to provide audited financial statements. The measure is designed to give investors more information about the deal. But critics say it is simply too expensive, noting many startups do not have the money to hire lawyers or accountants to help them.

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