Advertising and selling corporate stock to the general public through a public offering is very different from selling stock to your friends, relatives, and business acquaintances. Unless your corporation qualifies for an exemption, you must register every issuance of corporate stock with the federal Securities and Exchange Commission (SEC) and the state securities agency.
Registration takes time and costs money. Following any of these procedures requires a knowledgeable attorney don’t try it without help. It can be an expensive, time-consuming process that can easily cost $200,000 in attorney fees, accountant fees, and printing expenses just to meet government filing costs.
Overseas Private Investment Corporation (OPIC)
OPIC is a self-funded U.S. government agency that makes direct loans and loan guarantees and insures private businesses against political risks in developing countries. The ideal candidate for assistance is an American company that enters into a partnership with a well-established foreign business. To learn more about this agency, check online
Fortunately, however, smaller corporations usually qualify for state and federal securities laws exemptions. For example, SEC rules permit the private sale of securities without registration if all of the shareholders reside in one state and all of the sales are made in the state. This is called the “intrastate offering” exemption. Another federal exemption allows a private offering of shares without registration. A private offering can be a sale, without advertising, to a limited number of people (35 or fewer is often used as a yardstick even though the federal statute does not mention a number).
Another way to qualify for a private offering exemption is to only sell, without advertising, to persons who, because of their net worth or income earning capacity, can reasonably be expected to take care of themselves that is, they can adequately assess the risk and bear the cost of investing in the business, without needing the protections afforded by the registration procedures of the securities laws. Most states have enacted their own versions of these popular federal exemptions.
For more information about SEC small business exemptions, visit the SEC website at www.sec.gov. The Question and Answer Portion of the Small Business Information section contains a great deal of useful information, in easy-to-understand language.
There you have it the primary and some secondary sources of finding money to start your business. If you really believe in your idea, complete the business plan outlined in the rest of this book. Then contact all the sources listed above. If you have a good plan and refuse to take No for an answer, you will find the money you need. The Chinese say the longest journey begins with a single step. Let’s get started.