Home Q&A Forum Can an Offering Memorandum be used for fundraising in a startup?
Trustpilot

Securities Law Compliance

Offering Memorandum

California

Asked on Jun 11, 2025

Can an Offering Memorandum be used for fundraising in a startup?

I am a co-founder of a startup and we are planning to raise funds from accredited investors. We have heard about Offering Memorandums being used for fundraising, but we are unsure if this is applicable to our situation. We want to know if it is legally permissible to use an Offering Memorandum for fundraising in a startup, and if so, what are the key requirements and considerations we should be aware of.

Answers from 1 Lawyer

Answer

Securities Law Compliance

California

Answered 313 days ago

Christopher N.

ContractsCounsel verified

Business Lawyer
Licensed in Pennsylvania
Free Consultation
View Christopher N.
Member Since:
January 11, 2023

Your question does not have a quick or answer, and is highly dependent the very specific facts of your company, your industry, and potential investors, but, the short answer is: yes. The offering memorandum is just that: a (non-binding) offer to sell securities in your company. There are other documents that will have to be prepared if an investor agrees to fund you. Those documents and the underlying "advertising" for the sale of those securities are, as you likely know, very strictly regulated by the SEC and California (under the Blue Sky rules). Run afoul of them to your detriment and you may need very expensive attorneys. We highly recommend you consult with experienced securities attorneys who can help you craft the offering memo, subscription agreements, etc. to address the issues specific to your company and potential investors. Perhaps not the full answer you are looking for, but hopefully a wise note of caution.

Use of the ContractsCounsel Q&A Forum does not create an attorney-client relationship between User and any Lawyer User. The Forum is not a substitute for legal advice from a lawyer but is intended to be educational and to help the user determine if legal services are necessary. The Forum, Content, and communications on the Forum do not constitute legal advice.
Meet some lawyers on our platform

Stephen R.

11 projects on CC
CC verified
View Profile

Heather B.

52 projects on CC
CC verified
View Profile

Lori B.

183 projects on CC
CC verified
View Profile

Allen L.

69 projects on CC
CC verified
View Profile

People Also Asked

Securities

Offering Memorandum

New York

Asked on Nov 24, 2024

Can a company be exempt from filing SEC reports if it meets certain criteria?

I am currently researching the requirements for SEC reporting and I came across the concept of exemptions. I understand that certain companies, such as small businesses, may be exempt from filing SEC reports if they meet certain criteria. However, I am unsure about the specifics of these exemptions and the criteria that need to be met. I would like to know if a company can be exempt from filing SEC reports and what these criteria might be.

View Danny J.
5.0 (13)

Danny J.

Answered Dec 14, 2024

So to answer your question, yes, certain companies can be exempt from filing SEC reports if they meet specific criteria. This area of securities law is nuanced and can significantly impact a company's regulatory obligations and costs. Let me outline some key points for you: 1. **Small Reporting Company (SRC) Status:** - Companies with public float less than $250 million or annual revenues less than $100 million may qualify for scaled disclosure requirements. 2. **Emerging Growth Company (EGC) Status:** - Available for companies with less than $1.07 billion in annual gross revenues. - Provides certain disclosure and regulatory relief for up to five years after IPO. 3. **Private Company Exemptions:** - Companies with fewer than 2,000 shareholders of record (or 500 non-accredited investors) may be exempt from registration. 4. **Foreign Private Issuer Exemptions:** - Non-U.S. companies may have different reporting requirements. 5. **Rule 12h-3 Suspension:** - Allows suspension of reporting under certain conditions, like having fewer than 300 shareholders of record. While these exemptions can provide relief from full SEC reporting requirements, determining eligibility and maintaining compliance can be complex. Factors such as company size, structure, shareholder composition, and future growth plans all play crucial roles in this determination. It's important to note that even if exempt from full reporting, companies may still have obligations under state securities laws or to their shareholders. Additionally, the benefits of exemption should be weighed against potential drawbacks, such as reduced access to capital markets or decreased investor confidence. Given the complexities and potential consequences of misapplying these exemptions, it would be prudent to conduct a thorough analysis of your specific situation. Would you like to discuss your company's particulars to determine which exemptions, if any, might apply and how to strategically approach your SEC reporting obligations?

Read 1 attorney answer>

Securities Law Compliance

Fundraising Contract

New York

Asked on Jun 30, 2025

What legal considerations should I be aware of when raising funds for a private equity fund?

I am in the process of launching a private equity fund and am seeking legal advice on the various considerations and regulations that I need to be aware of when it comes to fundraising. I want to ensure that I am fully compliant with securities laws, have a thorough understanding of the documentation required, and am aware of any potential pitfalls or risks associated with the fundraising process.

Christopher N.

Answered Jul 1, 2025

You have two major considerations: what are your investors looking for in return and protections against failure (is this a good idea and will I get my money back); and, complying with state and federal securities law as it relates the sales of securities (which you will do because you are selling an interest, shares, etc. in your fund). There are some very significant issues you have prepare for both from the SEC and your investor point of view with whihc you have to deal. My thoughts on the work you have ahead of you (which I basic and not reflective of the many other options available): (1) draft the power point to describe the fund, target industries, etc.; (2) draft the offering memeorandum describing the fund, the risks, the investment strategy, risks, etc.; (3) the subscription agreement; and (4) filing the necessary forms and disclosures with New York and the SEC. GIven the complexity of drafting these documents and complying with the securities laws, you can expect to spend AT LEAST $25,000 for the attorneys to do the work -- but likely much more depending on the law firm. I recommend looking at a smaller form with the necessary experience as they can do the work just as well if not better and at a better price point. Good luck, and we are happy to answer more specific questions if you reach out to us.

Read 1 attorney answer>

Startup

Terms Sheet

California

Asked on Mar 30, 2021

What are the most important things to look at in a term sheet?

I am expecting to get a few term sheets from investors in the next month. I want to know what I should be looking for.

View Ramsey T.
4.9 (5)

Ramsey T.

Answered Mar 30, 2021

Every term in a term sheet, by definition is important. A term sheet is a summary of the most important parts of a "deal" - a way of getting to and negotiating the hear of the deal before filling in the gaps with boilerplate. Therefore, you should make sure that you understand all of what has been proposed and negotiated in the term sheet - even the provision that don't seem that important - because they wouldn't be in the term sheet if they weren't a key term to one side or the other.

Read 1 attorney answer>

Business

Master Services Agreement

California

Asked on Mar 31, 2021

What are the baseline terms I need in my MSA?

I am working on putting together a larger agreement that can cover everything that I do. I am a Digital Marketing agency and there are a lot of services we provide - Google Ads, SEO, backlinking, content writing, etc. I want to know what should go in my MSA.

View Donya G.
4.9 (61)

Donya G.

Answered Mar 31, 2021

Some of the baseline terms will be 1) services offered 2) time of delivery of the services 3) amount to be paid for the services 4) the responsibilities of the parties 5) what happens if the parties do not agree. DISCLAIMER The answers to these questions do not constitute legal advice and does not create an attorney-client relationship with the attorney and anyone who reviews these responses.

Read 1 attorney answer>

Loans

Promissory Note

California

Asked on May 12, 2021

Is a promissory note legally binding?

I was told by my brother n sister that I would be able to borrow against my parents estate 20,000.00 to buy a trailer and car. This was my dad's wish. A trailer was bought for 13,563.95 and I was told I'd have to wait for car. I have medical issues and have to travel 45 miles either way to see my Drs so a car is very important. My brother executer and sister showed up yesterday saying they never said 20,000. and I'm only getting 15,000. They expected me to sign a promissory dated back in Nov 2020. I've always thought contracts should be signed before the fact not after. The money will be taken from my share of trust so why the note.

View Rebecca S.
5.0 (2)

Rebecca S.

Answered May 26, 2021

A promissory note is based on when the loan is made, not necessarily when the note is signed. So if the siblings actually loaned the money, regardless of when the note is signed, then a backdated note is ok. Review by an attorney is advised.

Read 1 attorney answer>

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review
Ask a Question
California Securities Law Compliance lawyers by city

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

Find lawyers and attorneys by city