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It is tax season. Does the US give any tax relief for investing in startups?
Yes - the US offers tax relief for investing in startups through various provisions in the tax code, including Sections 1202, 1244, and 1045.
Section 1202 - Qualified Small Business Stock (QSBS): Investors in qualified small businesses can exclude up to 100% of their capital gains from federal... more
Yes - the US offers tax relief for investing in startups through various provisions in the tax code, including Sections 1202, 1244, and 1045.
Section 1202 - Qualified Small Business Stock (QSBS): Investors in qualified small businesses can exclude up to 100% of their capital gains from federal income tax if they hold the stock for more than five years, subject to certain limits and conditions.
Section 1244 - Small Business Stock Loss Deduction: Investors in certain small businesses can claim an ordinary loss deduction on their income tax return if the investment becomes worthless. This allows the loss to offset other income, with an annual deduction limit of $50,000 for single filers and $100,000 for married couples filing jointly.
Section 1045 - Rollover of Gains from Small Business Stock: Investors in qualified small businesses can defer capital gains tax on the sale of their QSBS if they reinvest the proceeds into another QSBS within 60 days. This rollover provision allows investors to maintain their tax-advantaged status while continuing to invest in the startup ecosystem.
For a more detailed explanation of these tax relief provisions, check out my article on Three Ways the US Gives Tax Relief to Startup Investors.Also, for a more detailed guide that discusses other tax considerations for startup investors, you can check out my article Navigating Startup Investing Taxes - the Comprehensive Guide for Investors.
Please note that none of this should be construed as tax advice and is for informational purposes only - always consult a tax professional.
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How much can a non-accredited investor invest in crowdfunding? Are the rules changing on this?
The limitation on how much a nonaccredited investor can invest during a 12-month period depends on his or her net worth and annual income:
• The greater of $2,500, or 5 percent of the greater of the investor’s annual income or net worth, if either the investor’s annual in... more
The limitation on how much a nonaccredited investor can invest during a 12-month period depends on his or her net worth and annual income:
• The greater of $2,500, or 5 percent of the greater of the investor’s annual income or net worth, if either the investor’s annual income or net worth is less than $124,000; or
• Ten percent of the greater of the investor’s annual income or net worth, not to exceed an amount sold of $124,000, if both the investor’s annual income and net worth are equal to or more than $124,000.
There are no current plans to change these rules, although the dollar amounts may increase from time to time. Under Securities Act Section 4A(h), the Commission is required to adjust the dollar amounts in Section 4(a)(6) “not less frequently than once every five years, by notice published in the Federal Register, to reflect any change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics.”
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What is required to become a crowdfunding Funding Portal under the JOBS Act?
To become a crowdfunding funding portal under the JOBS Act, an entity must register with the Securities and Exchange Commission (SEC) as a "funding portal" and comply with certain regulatory requirements. Here are some of the key requirements:
1: Registration: The entity must register with the SEC a... more
To become a crowdfunding funding portal under the JOBS Act, an entity must register with the Securities and Exchange Commission (SEC) as a "funding portal" and comply with certain regulatory requirements. Here are some of the key requirements:
1: Registration: The entity must register with the SEC as a funding portal by filing Form Funding Portal and must become a member of a national securities association (currently FINRA - the only game in town). Form Funding Portal requires information from the funding portal applicant, including information about the funding portal's business, principals, control relationships, and employees. See: https://www.sec.gov/tm/divisionsmarketregtmcompliancefpregistrationguidehtm
2: Restrictions on Activities: Funding portals are limited in the types of activities they can engage in. For example, they are prohibited from offering investment advice, soliciting transactions, or handling investor funds or securities. They may provide limited communication channels for issuers to communicate with potential investors, but all communication must be conducted through the portal and must be accessible to all investors. IMHO, some restrictions may be tighter than they should be given the capabilities of harnessing the crowd with technology.
3: Investor Protection: Funding portals must take steps to protect investors, including verifying the identity of each investor and limiting the amount of money each investor can invest in a given offering. They must also provide investors with educational materials and warnings about the risks of investing in crowdfunding offerings. It's important to remind investors at every turn that investing is risky - and they can lose all of their investment. Unlike the world of crypto where FOMO is the key selling point, this is REGULATED INVESTMENT CROWDFUNDING so education, disclosures, and caution is warranted.
4: Disclosure Requirements: Funding portals must provide certain disclosures to investors, including information about the issuer, the terms of the offering, and the risks involved in investing in the offering. They must also provide ongoing updates about the issuer and the offering. When in doubt, build disclosures throughout your platform's workflow.
5: Record keeping and Reporting: Funding portals must maintain records of all transactions conducted through the portal and provide certain reports to the SEC.
Compliance with these requirements is essential for a crowdfunding funding portal to operate legally under the JOBS Act. It is important to note that these requirements may be subject to change as the SEC continues to learn from the experience of industry stakeholders and develop its regulatory framework for crowdfunding offerings.
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Did Reg A+ come about via the JOBS Act?
Yes, Regulation A+ (Reg A+) was introduced as part of the Jumpstart Our Business Startups (JOBS) Act, which was signed into law in 2012. The JOBS Act was designed to make it easier for small businesses and startups to access capital and grow their businesses by easing some of the regulatory burdens ... more
Yes, Regulation A+ (Reg A+) was introduced as part of the Jumpstart Our Business Startups (JOBS) Act, which was signed into law in 2012. The JOBS Act was designed to make it easier for small businesses and startups to access capital and grow their businesses by easing some of the regulatory burdens and costs associated with raising capital.
Reg A+ is an enhanced version of the existing Regulation A offering, which was first introduced in the 1930s. Reg A+ expands the scope of the existing Regulation A by allowing companies to raise up to $75 million in a 12-month period from both accredited and non-accredited investors, as compared to the previous limit of $50 million. It also streamlines the offering process, allows for ongoing reporting requirements, and provides preemption of state securities laws.
Reg A+ was intended to provide a more flexible and accessible fundraising option for small and medium-sized businesses, while also providing investors with greater access to investment opportunities. By allowing companies to raise larger amounts of capital from a wider pool of investors, Reg A+ is seen as a way to foster innovation, create jobs, and stimulate economic growth.
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Can funding portals do sales and marketing activities to solicit investors on behalf of the issuers on their portal?
Unless the portal is a licensed broker-dealer, it may not offer investment advice or recommendations or solicit purchases, sales, or offers to buy the securities offered or displayed on its platform.
It may however apply objective criteria to highlight offerings on its platform where:
(i) The ... more
Unless the portal is a licensed broker-dealer, it may not offer investment advice or recommendations or solicit purchases, sales, or offers to buy the securities offered or displayed on its platform.
It may however apply objective criteria to highlight offerings on its platform where:
(i) The criteria are reasonably designed to highlight a broad selection of issuers offering securities through the funding portal’s platform, are applied consistently to all issuers and offerings and are clearly displayed on the funding portal’s platform;
(ii) The criteria may include, among other things, the type of securities being offered (for example, common stock, preferred stock or debt securities); the geographic location of the issuer; the industry or business segment of the issuer; the number or amount of investment commitments made, progress in meeting the issuer’s target offering amount or, if applicable, the maximum offering amount; and the minimum or maximum investment amount; provided that the funding portal may not highlight an issuer or offering based on the advisability of investing in the issuer or its offering; and
(iii) The funding portal does not receive special or additional compensations for highlighting one or more issuers or offerings on its platform.
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What is a SAFE (Simple Agreement for Future Equity) and how does it relate to investment crowdfunding?
A SAFE is an investment vehicle which allows investors to invest in a company in exchange for the future equity it holds. Similar to a stock option, it is commonly used within the context of investment crowdfunding.
Stock option agreements and safe instruments used in crowdfunding are similar in tha... more
A SAFE is an investment vehicle which allows investors to invest in a company in exchange for the future equity it holds. Similar to a stock option, it is commonly used within the context of investment crowdfunding.
Stock option agreements and safe instruments used in crowdfunding are similar in that they both provide investors with a way to invest in a company without having to purchase shares of stock. They both provide investors with a way to invest in a company without having to take on the risk of owning shares of stock.
They also both provide investors with a way to invest in a company without having to pay the full price of the stock.
However, the main difference between the two is that stock option agreements provide investors with the right to purchase shares of stock at a predetermined price, while safe instruments provide investors with the right to receive a predetermined amount of money if the company is successful.
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How can Assurely be a partner to the crowdfunding platforms that support companies raising capital? How can Assurely be a partner to the crowdfunding platforms that support companies raising capital?
Assurely’s TigerMark Directors and Officers Insurance is the leading insurance product for companies raising capital using the internet and the Partners that support them. As a company, our primary goal is to benefit all stakeholders within the crowdfunding industry, including investors, Issuers, an... more
- Regulations & Compliance
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How is 506(b) related to crowdfunding?
506(b) offerings are not typically considered to be a form of crowdfunding. Crowdfunding generally refers to a method of raising funds from a large number of people, often through online platforms, in exchange for equity or other forms of compensation.
506(b) offerings, on the other hand, are privat... more
506(b) offerings are not typically considered to be a form of crowdfunding. Crowdfunding generally refers to a method of raising funds from a large number of people, often through online platforms, in exchange for equity or other forms of compensation.
506(b) offerings, on the other hand, are private placements that are typically offered to a limited number of accredited investors. While crowdfunding can also be used to raise funds from accredited investors, it often involves a much larger number of investors who may not meet the SEC's accreditation requirements.
However, it's worth noting that some online platforms have emerged that allow companies to conduct 506(b) offerings through crowdfunding-like platforms. These platforms typically provide tools and services to help companies comply with the SEC's regulations regarding private placements and may allow companies to market their offerings to a broader range of accredited investors. These types of platforms are sometimes referred to as "accredited crowdfunding" or "equity crowdfunding for accredited investors."
Overall, while there are some similarities between 506(b) offerings and crowdfunding, they are typically considered to be distinct methods of raising capital, with different regulatory requirements and target audiences.
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What is a good way to find impact investment opportunities that are currently crowdfunding?
Thanks for the great question. With nearly 90 FINRA regulated funding portals and thousands of broker dealers all eligible to facilitate issuers for their crowdfunding raises, you aren't alone in looking for deals that meet certain characteristics (e.g. impact investments). Luckily, there do exist a... more
Thanks for the great question. With nearly 90 FINRA regulated funding portals and thousands of broker dealers all eligible to facilitate issuers for their crowdfunding raises, you aren't alone in looking for deals that meet certain characteristics (e.g. impact investments). Luckily, there do exist aggregators that collect data about live offerings and sort them into categories.
KingsCrowd is one such aggregator and you can find companies with live offerings that they've sorted as having "Social Impact" by clicking on this link: https://kingscrowd.com/companies/search/?social_impact=true&status=Active I believe they have a team of analysts that tag issuers with certain labels to make them easier to sort.
Another place where you can learn more generally about companies operating at the intersection of impact investing and crowdfunding is at the SuperCrowd conference where companies, including impact companies with live offerings, pitch, present, and discuss case studies. It's a major gathering of leaders in this sector and you can find more info here: https://thesupercrowd.com
#impactinvesting #socialimpact @Devin Thorpe @Brian Belley
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Meseret (Messi) Warner answered 3/17/2023
What is the potential for crowdfunding in Africa?
Crowdfunding in Africa is in its infancy stage of development. Just like in the U.S., donation and reward-based crowdfunding has been trying to take hold in the market for the last several years. That said, equity crowdfunding is springing around since 2015/16 with its potential being recognized by ... more
Crowdfunding in Africa is in its infancy stage of development. Just like in the U.S., donation and reward-based crowdfunding has been trying to take hold in the market for the last several years. That said, equity crowdfunding is springing around since 2015/16 with its potential being recognized by governments and the development/donor community including ours (https://igniteinvestment.com/) launched in September 2022.
With over 80% of African businesses being Small and Medium Enterprises (SMEs) facing a critical lack of access to finance because of collateralized debt financing, the potential for crowdfunding is estimated to reach over 2 Billion in sub-Sahara Africa by just 2025. I also know that Wefunder and Republic have been eyeing around the African equity crowdfunding market. In fact, I actually participated in one of Republic's Twitter spaces event talking about how African company fundraised on their platform.
Hope this help and have a look at these two articles that may give you some more information: https://www.un.org/africarenewal/magazine/july-2022/crowdfunding-emerging-financing-source-african-entrepreneurs#:~:text=Forecasts%20now%20show%20that%20crowdfunding,cent%20of%20the%20global%20market.
https://link.springer.com/chapter/10.1007/978-3-030-46309-0_14
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