Crowdfund Insider | By Scott Andersen & George S. Georgiades | March 21, 2017

Much excitement has been generated with the enactment of Regulation Crowdfunding (Reg CF) and the ability of non-accredited investors to invest in startup companies in the United States. The SEC recently reported that while early capital raising efforts is still growing, Regulation Crowdfunding has provided a new mechanism for small, domestic issuers to raise capital that was previously unavailable.

There is speculation that soon, with a Republican Administration in Washington focused on deregulation, Regulation Crowdfunding may be a “huge” beneficiary, including an expansion permitting an issuer to raise $5 or perhaps even $10 million per annum, rather than the current $1 million limit. While a common complaint during its first year is that the issuers themselves must be domestic United States companies, the same does not hold true for crowdfunding portals.

Regulation Crowdfunding specifically permits “nonresident” funding portals to operate in the United States.

A nonresident funding portal is a funding portal incorporated in or organized under the laws of a jurisdiction outside of the United States, or having its principal place of business in any place not in the United States. Thus you can operate overseas and still be permitted to engage in business as a U.S. funding portal.

See:  Title III Crowdfunding For Real, Part I

Nonresident portals can quickly broaden US crowdfunding efforts to overseas, and raise foreign investor (crowd) capital for US companies. This together with the benefit that a crowdfunding portal is specifically exempt from broker-dealer registration under Exchange Act section 15(a), provides ample incentive to foreign entrepreneurs to seek to participate in US small issuer capital formation.

Nonresident funding portals share the same benefits as domestic funding portals, including the right to post offerings on their portal and receive transaction-based compensation (commission and equity) for their services. Nonresident funding portals may even have a competitive advantage in accessing capital for US crowdfunding offerings. MrCrowd.com and its CEO Allen Au, based in Hong Kong, appear to be the first nonresident funding portal to see an opportunity and become registered with FINRA.

For the US Securities and Exchange Commission (SEC) to permit nonresident funding portals to be based outside of the US, the portals must be subject to SEC and Financial Industry Regulatory Authority (FINRA) regulation. Registration of a nonresident portal is conditioned on an information sharing arrangement in place between the SEC and the competent regulator in the jurisdiction under the laws where the nonresident funding portal is organized or has its principal place of business.

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