Crowdfunding usually bring thoughts of Kickstarter to mind, but there is a form of crowdfunding that involved giving equity that has been slowly making its way through the red tape of the SEC and other government bodies. Bit by bit the SEC has been releasing regulations which are making equity crowdfunding an option, and the following article by Bryan Cave takes a look at where we are in that process.
Bryan Cave LLP for Lexology –  January 5 2016
Thor Tobin Mathison

Finding Investors in a Crowd —

New SEC Rules Clear the Way for Startups to Use Crowdfunding to Exchange Equity for Capital

The most well-known example of a crowdfunding platform is Kickstarter.  …

Crowdfunding is already a common form of financing for some startups. The most well-known example of a crowdfunding platform is Kickstarter. Other common methods of financing for startups include bootstrapping (dipping into personal savings, shaking down friends and family), incubators, angel investors, and venture capital funds. Currently, however, when an individual gives money via a crowdfunding site, the individual is rewarded with a product or service from the company or project (e.g. a book, DVD, deck of Cards Against Humanity). Until now, the companies that raised money through crowdfunding websites were prohibited from offering investors a stake in the company in exchange for capital, which greatly limited the amount of funding available and the type of company that could obtain this type of funding.

This is set to change under the new rules. Startups will now be allowed to sell a stake in their company to individual investors—through an online crowdfunding platform or brokerage firm—in exchange for capital for their business.

The new rules impose limitations on both companies looking to raise funds through crowdsourcing and on the individuals seeking to purchase a company’s securities. The rules also provide a regulatory framework for online platforms managing crowdfunding transactions.

What This Means for Companies

Under the new rules, a company may raise up to $1 million from crowdfunding investments in a 12-month period. They have to be prepared to show how the sausage is made, though: the rules establish significant reporting and disclosure requirements for companies that sell securities crowdfunding using this method. A company that takes advantage of crowdsourced funding would be required to register with the SEC and to file an annual report, a copy of which must also be provided to its investors.

Further, the company would need to disclose certain information to its investors and the intermediary conducting the transaction, including a description of the business’s product or service, how the business will use the proceeds from the offering, information about the company’s officers and directors, as well as owners of 20 percent or more of the company, and a discussion of the company’s financial situation (including copies of recent financial disclosures). A company must provide investors with information regarding the price of the security, the target offering amount, the deadline to reach the target offering amount, and whether the company will accept investments in excess of the target offering amount.

Regulations for Crowdfunding Investors

Individuals who make less than $100,000 a year or have a net worth of less than $100,000 will be limited to up to $2,000 of total annual investments in crowdfunded investments in all companies. If an investor has both an annual income and net worth of more than $100,000, he or she may…

Read the entire Article at Lexology…