If I want to raise 250K by selling 25 of a new corp to regular people, can I do this without breaking SEC rules?

Asked on January 9, 2019 under Business Law, Nebraska


SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 2 years ago | Contributor

Even if you are only talking privately to a small number (less than 35) of "regular people" and so doing a "private placement," you'd still have to comply with the Securities Act of 1933--though you'd at least avoid having to comply with the '34 Act. But there are still significant rules about what you can say, how, to whom.
Securities laws are incredibly complicated: there are federal laws (e.g. the '33 and '34 Acts), federal regulations, state laws, and state regulations. And there are other laws that impact securities offerings, like laws pertaining to fraud. Do NOT do this unless you hire a securities or corporate attorney to make sure that everything you do complies with the law--there are simply too many ways for a nonlawyer to get in trouble.

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