Legal Question in Securities Law in New York

Creative funding of a startup?

We have a startup company which has a TON of people interested in investing a small amount of money. We have several key investors, but we would like to raise some of the capital creatively. As a NY Corp. can we sell shares to a membership club which then allows members to buy shares in our startup company. I know I can't sell ''publically'' without being a publically traded company. How can I find out what the rules are for selling startup shares?


Asked on 6/24/08, 7:22 pm

3 Answers from Attorneys

William Pinzler william M. Pinzler

Re: Creative funding of a startup?

The phrase "raising capital creatively" is always scary to lawyers. I doubt that your idea of a membership club will fly, but without knowing more, it is impossible to say. It sounds like you are going to seek funds from many small investors and you are probably going to have to make substantial disclosures as part of the fund raising process. You do not have to be a public company to sell shares to people, but there are many requirements which must be adhered to strictly. You really need a lawyer and the process can be both time consuming and possibly expensive, at least from your perspective.

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Answered on 6/25/08, 4:12 pm
William Pinzler william M. Pinzler

Re: Creative funding of a startup?

The phrase "raising capital creatively" is always scary to lawyers. I doubt that your idea of a membership club will fly, but without knowing more, it is impossible to say. It sounds like you are going to seek funds from many small investors and you are probably going to have to make substantial disclosures as part of the fund raising process. You do not have to be a public company to sell shares to people, but there are many requirements which must be adhered to strictly. You really need a lawyer and the process can be both time consuming and possibly expensive, at least from your perspective.

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Answered on 6/25/08, 4:12 pm
Christopher Hoyt The Law Offices of Christopher W. Hoyt

Re: Creative funding of a startup?

It is highly recommended that you consult with an attorney. There are many rules and regulations that need to be complied with when dealing with investors that go well beyond the scope of this board. Factors such as where the investors are located and the amount of capital you wish to raise will all impact the appropriate structure of your venture. Please feel free to contact my office if we may be of any assistance in this matter.

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Answered on 6/25/08, 12:46 am


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