(1) No General Solicitation or Advertising to Market the Securities; and (2) Securities may not be sold to more than 35 non-accredited investors.
Companies conducting an offering under Rule 506(c) can raise an unlimited amount of money and can sell securities to an unlimited number of accredited investors.
Companies conducting an offering under Rule 504 are afforded an exemption from registration requirements of federal securities laws for so long as they offer and sell up to $5,000,000 of their securities in any 12-month period. Additionally, the entity must file at the state level for any state the tokens are being offered, which subjects them to limitations at the state level.
Companies conducting an offering through Regulation CF are able to raise a maximum aggregate amount of $1,070,000 from any individual in a 12-month period. All transactions must take place online through an SEC-registered intermediary, either a broker-dealer or a funding portal. In addition, a company must draft and file a Form C with the SEC before proceeding with their raise.
Offer securities in the form of tokens to foreign investors and employees, advisers, and independent contractors based outside the United States.
Offer employees, advisers, and independent contractors equity for services with an equity plan.
Create a legal corporation within the United States.
Cayman Islands, Malta, BVI, Singapore, Bermuda, Caymans, Liechtenstein, and more.
Create a legal corporation within the United States.
Cayman Islands, Malta, BVI, Singapore, Bermuda, Caymans, Liechtenstein, and more.
Attorney review of all promotional materials used in connection with the offering for material misrepresentations, omissions, and compliance with Securities and Exchange Commission (SEC) rules.