SEC issues Proposed Rules on Crowdfunding.

Today, the Securities and Exchange Commission voted unanimously to propose the long-awaited Crowdfunding rules under the JOBS Act.

Under the Proposed rules:

  • A private company would be able to raise a maximum aggregate amount of $1 million through crowdfunding offerings in a 12-month period.
  • Investors, over the course of a 12-month period, would be permitted to invest up to:
    • $2,000 or 5 percent of their annual income or net worth, whichever is greater, if both their annual income and net worth are less than $100,000.
    • 10 percent of their annual income or net worth, whichever is greater, if either their annual income or net worth is equal to or more than $100,000.  During the 12-month period, these investors would not be able to purchase more than $100,000 of securities through crowdfunding.

Certain companies would not be eligible to use the crowdfunding exemption.  Ineligible companies include non-U.S. companies, companies that already are SEC reporting companies, certain investment companies, companies that are disqualified under the proposed disqualification rules, companies that have failed to comply with the annual reporting requirements in the proposed rules, and companies that have no specific business plan or have indicated their business plan is to engage in a merger or acquisition with an unidentified company or companies.

As mandated by Title III of the JOBS Act, securities purchased in a crowdfunding transaction could not be resold for a period of one year.  Holders of these securities would not count toward the threshold that requires a company to register with the SEC under Section 12(g) of the Exchange Act.

The SEC is taking comments for 90 days.
You may submit your comment(s) here.
You may view the full rules here.

Author: Jennifer Trowbridge, Stoecklein Law Group, LLP

(photo credit: shutterstock)

This entry was posted in Crowdfunding, JOBS Act, Securities Offerings and tagged , , , , , , , . Bookmark the permalink.

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