Startup Exemptions

We assist startups and growth-stage companies with Form D, Rule 504 and 506 exemptions, and state blue sky laws and have helped guide businesses through securities compliance requirements for multimillion dollar rounds.

Private Fund Exemptions

If you’re raising capital for a private fund, we advise general partners and fund managers on fund structure, registration, and securities exemptions, including filing Form ADV and qualifying for exemption under Rule 203(m)-1.

Venture Capital Exemptions

We also assist VCs in forming venture capital funds, including structuring the limited partnership agreement, private placement memorandum, and the fund itself for exemption under Rule 203(l)-1 and Section 3(c) of the Investment Company Act.

Columbus Securities Attorneys

If you’ve never talked to a Columbus securities lawyer, securities laws can be confusing and intimidating. From raising funding and venture capital to private placements, companies that issue securities must ensure that they comply with federal and state securities laws. Generally, a company that issues securities must either qualify for an exemption or register with a regulatory body, such as the Securities and Exchange Commission (SEC) or the Ohio Division of Securities.

Columbus securities law attorney are ready to assist you

Our Columbus securities lawyers help businesses navigate the complex framework of federal regulations including the Securities Act of 1933, the Securities Exchange Act of 1934, and the U.S. Foreign Corrupt Practices Act and state blue sky laws such as the Ohio Securities Act. Our Columbus securities lawyers advise clients on all aspects of securities laws, including transactional and investment securities issues, venture capital, private placements, and startup fundraising.

Securities Exemptions

Our Columbus securities lawyer works with startups and businesses, advising on federal and state securities exemptions for fundraising, accredited investors, and non-accredited investors. This includes traditional exemptions such as Rule 504 and Rule 504(b)(1)(i), Rule 504(b)(1)(ii), and Rule 504(b)(1)(iii), Rule 506(b), and Rule 506(c).

For businesses that may be considering fundraising through Kickstarter or another online platform, our Columbus securities attorney also advise on crowdfunding and Title III of the JOBS Act. We work with startups to assist with securities compliance for crowdfunding, including disclosure requirements and investor limitations.

For startups that are considering raising tens of millions of dollars, we also advise on Regulation A+. We help guide companies through the Tier 1 or Tier 2 requirements, including filing offering statements and disclosure requirements.

Securities and Transactional Issues

Contrary to the popular belief of some, securities aren’t just stocks and bonds that you buy through your broker as a part of your investment portfolio. By law, securities can include any investment contract, note, security future, debenture, or certificate of deposit.

Some startup founders can assume that to avoid securities laws, instead of issuing equity, the company will just issue debt. This can lead to serious litigation and regulatory action in the future. In some circumstances, certain debt such as promissory notes, can qualify as securities. Our securities lawyers advise startups and businesses on whether securities laws apply and which exemptions may be preferred.

When are LLC Interests Securities

Another common misconception is that securities laws do not apply to members in an LLC. LLC members point to the fact that they have an operating agreement, assuming that this is all they need to comply with LLC formation requirements and best practice recommendations.

In some circumstances, securities laws very much apply to certain LLCs and certain members. Operating agreements can be deemed to be investment contracts and without a proper exemption or compliance, LLC founders can find themselves dealing with serious securities violations should litigation or issues arise in the future. Members who are more “passive” in the LLC should especially take the time to consider securities compliance.

Our Columbus securities lawyers advise companies of all sizes on multiple areas of securities laws including:

  • SEC Rule 144 safe harbor
  • Debt securities
  • SEC Regulation D and Rules 504 and 506
  • Investors rights agreements
  • Restricted stock purchase agreements
  • Private placement memorandum (PPM), also known as an Offering Memorandum
  • SEC Rule 144A and Qualified Institutional Buyers (QIB)
  • Preferred stock terms sheets
  • Section 83(b) elections
  • Stock purchase agreements
  • Section 409A compliance
  • Accredited investors
  • Registration rights
  • Series A preferred stock purchase agreements
  • Private stock and securities resale
  • The Howey test
  • Regulation A
  • Regulation A+
  • Rule 701 and compensation exemptions
  • Crowdfunding
  • SEC Form D filing

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