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Dec 15, 201404:11 PMLegal Login

with Mindi Giftos

Equity crowdfunding in Wisconsin: Another way for startups to raise capital

(page 1 of 2)

It’s no surprise that startups have long had difficulty raising capital. Few people are willing to invest thousands of dollars in a new business whose future is uncertain. As a result, some startups have turned to reward crowdfunding, which allows hundreds or thousands of individuals to donate smaller amounts and thereby minimize risk.

Reward crowdfunding campaigns often use Kickstarter or IndieGoGo, and the startups offer donors rewards or incentives based on the amount donated. Reward crowdfunding has been around for a number of years, and few regulations apply to this method because the contributions are considered donations.

In addition to reward crowdfunding, startups in some states are now able to use equity crowdfunding to raise capital. In June 2014, Wisconsin became one of the first states to pass a law permitting intrastate equity crowdfunding. This law allows Wisconsin businesses to sell shares of stock to Wisconsin residents through an equity crowdfunding website. Although equity crowdfunding is heavily regulated because it is a securities offering, this new law does provide startups with another way to acquire funds.

Historically, the SEC has prevented companies from making a nonpublic offering of securities, including shares of stock, to individuals who are not accredited investors (those with at least a $1 million net worth or $200,000 in net income) unless an exemption applied. This was meant to protect individuals from fraudulent offerings. The intrastate offering exemption — which Wisconsin and other states are now taking advantage of — essentially tasks each state with regulating purely intrastate offerings and removes many of the SEC’s regulations.

For the intrastate offering exemption to apply in Wisconsin, the business must, among other requirements: 1) be organized and incorporated in Wisconsin, (2) have a majority of its full-time employees in Wisconsin, (3) have its principal office in Wisconsin, and (4) do the majority of its business within Wisconsin, meaning it generates at least 80% of its gross revenue in-state, has at least 80% of its assets in-state, and deploys at least 80% of the proceeds from the offering within the state.

Advantages and disadvantages

Equity crowdfunding is meant to provide an additional way for startups to raise capital, but every business should carefully consider the advantages and disadvantages of this new model. Equity crowdfunding is not as time-consuming as an initial public offering (IPO) and does not require as large a financial commitment, but the process can last anywhere from a few months to more than a year, and the regulatory and compliance costs can quickly add up.

(Continued)

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About This Blog

Mindi Giftos and her colleagues in Husch Blackwell’s Technology Law group handle a wide variety of issues related to emerging and established technologies, including intellectual property, development and licensing, commercial contracting, and corporate transactions across a broad range of industries.

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