Raising Business Capital: What Laws are Involved?

Opening your business up to outside investors can be an important and exciting operational milestone; but it is a move that should be carried out thoughtfully. Those seeking to offer company stock should be aware that a variety of laws apply to the raising of business capital and a qualified professional should be consulted before and throughout the process.

 

Here is a brief rundown of these laws:

  • State Corporate Laws. As you are required to comply with the corporate laws of the state where your corporation was established, you will probably need to file documents with the state authorities and hold a board and/or shareholder meeting.
  • State Securities Laws. Each U.S. state has a binding set of securities laws, so if you intend to offer company stock to investors residing in various states, you are required to comply with the securities laws in each of the relevant states.
  • Anti-Fraud Laws. Anti-fraud laws stipulate that when you sell stock or a security to investors, the company is obligated to reveal all material information to potential investors. Be aware that it is illegal to omit the disclosure of material information.
  • Federal Securities Laws. The sale of your company stock is equivalent to selling a security. The sale of securities is regulated by the federal government via the SEC. You may fall within an exemption for “private placements,” but due to the complexity of these laws it is advisable to consult with an attorney in this regard.
  • Usury Laws. In the event that you are planning to borrow money, your company may be subject to usury statutes. As the latter limit the amount of interest that you can be charged, it pays to look into this issue.

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