Private Placement Memorandum

//Private Placement Memorandum
Private Placement Memorandum 2015-03-08T21:10:07+00:00

How Fresh Legal Perspective Can Help

Has your business grown as much as it can without an injection of monetary capital? Are you looking to raise that money by selling ownership in your company? If so, there are both Federal and State securities laws that you must follow. Failure to comply with the security laws may result in criminal prosecution, civil penalties, or both criminal and civil prosecution.

Full registration with the Securities and Exchange Commission is very costly in terms of both money and time. In order to avoid full registration, companies may seek an exemption from the full registration requirements. Many of these options require the preparation of a Private Placement Memorandum. A Private Placement Memorandum is a complex document that is designed to give the potential investor the necessary disclaimers, disclosures of risks, and a summary profile of the company.

At Fresh Legal Perspective, PL we provide legal counsel in designing and drafting Private Placement Memorandums. Contact us today to schedule a consultation to review your options for capital and to determine the best pathway to your business growth.

 

What Are Some Exemptions from Full Registration Requirements with the SEC?

Regulation D Rule 504

An exemption under Rule 504 allows the raising of up to one million dollars ($1,000,000) in a twelve (12) month period. Rule 504 requires that the securities are sold in accordance with the state’s “Blue Sky Law” exemptions. While Rule 504 provides an exemption from full registration, a Form-D must be filed with the SEC.

Regulation D Rule 505

An exemption under Rule 505 allows the raising of up to five million dollars ($5,000,000) in any twelve (12) month period. While Rule 505 provides an exemption from full registration, a Form-D must be filed with the SEC.

Regulation D Rule 506

An exemption under Rule 506 allows the raising of an unlimited amount of capital. While Rule 506 provides an exemption from full registration, a Form-D must be filed with the SEC. Issuances under Rule 506 are considered “covered securities” under Federal Law and are typically exempt from registration at the State level.