Starting May 16, Entrepreneurs Can Raise Money in a Whole New Way. Here's What You Need to Know.
The rules for equity crowdfunding will finally go into effect, allowing companies to raise money from anyone.
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Monday, May 16, 2016, will be a very big day in the world of crowdfunding.
More people will be able to invest in entrepreneurs through crowdfunding than they were just the day before. And that means that more entrepreneurs with more innovative ideas will be able to launch more businesses.
"The implications of legalizing equity-based crowdfunding are both significant and far reaching. Crowdfunding has the power to help democratize the capital raising process by giving entrepreneurs, for the first time, direct access to tens of millions of prospective investors," says Brian Burt, the chair of the emerging business group and the law firm Snell & Wilmer. "In their search for startup or growth capital, entrepreneurs will no longer be constrained by the size of their personal Rolodex or the absence of pre-existing relationships with angel groups and venture capital funds."
So what's changing?
In April 2012, President Barack Obama signed the Jumpstart Our Business Startups Act into law. Called the JOBS Act, the goal of the multi-pronged piece of legislation was to make it easier and faster for small businesses to get access to capital.
The third piece of the JOBS Act, Title 3, opened up equity crowdfunding for unaccredited investors. "For the first time, anyone can become an investor in a business and be able to share in its profits and growth regardless of income, net worth or level of financial sophistication, and this will open up a new source of potential financing for entrepreneurs, which could be a game changer," says Ellen Grady, an attorney and corporate governance specialist at the law firm Cozen O'Connor.
Prior to this rule change, only accredited investors -- an individual whose net worth, or joint net worth with that person's spouse, exceeds $1 million, as defined by the SEC -- were able to invest in startups through equity crowdfunding in the U.S. (For the purposes of this calculation, an individual's primary residence is not included in the tally of net worth.) Alternatively, an accredited investor is an individual who had income exceeding $200,000 in each of the two most recent years with reasonable expectation of earning just as much in the current year. Both members of a couple are considered accredited investors if they have joint income of more than $300,000 per year with reasonable expectation to earn a similar income in the current year.
The new equity crowdfunding regulations are updating the eight-decade old Securities Act of 1933 and the Securities Exchange Act of 1934. "Companies across the United States, for the first time since 1933, will be able to seek investments from ordinary Americans without having to go through the expense and rigor of a full-public stock offering," says Richard Swart, the chief strategy officer of the equity crowdfunding event coordinator NextGen Crowdfunding.
In essence, equity crowdfunding was only available to sufficiently wealthy individuals. As of May 16, all individuals will be able to invest through equity crowdfunding.
We're not talking about tote-bag-for-a-donation Kickstarter-style crowdfunding here. What is equity crowdfunding?
Kickstarter made crowdfunding a nearly household idea. On Kickstarter, artists and entrepreneurs raise money to fund their projects by soliciting donations in exchange for token gifts, experiences or some sort of recognition.
These new rule changes are not dealing with Kickstarter-variety crowdfunding. They are expanding access to equity crowdfunding, wherein an investor gives an entrepreneur cash in exchange for a piece of his or her business.
"Now entrepreneurs can raise money and use it on any part of the business they think will help their business grow, without needing to offer some perk or commit to giving a pre-order for a product," says Aaron McDaniel, the CEO of Access Investors Network, mobile aggregator of hundreds of equity crowdfunding deals.
The new rules also open the door for a new variety of crowdfunding platforms.
"These portals will be similar to Kickstarter -- companies will post videos and information about their offerings, and if you like what you see, you can invest," say Jeff Annison and Paul Scanlan, co-founders of Legion M, an equity crowdfunding studio for the entertainment industry. "The difference is that while Kickstarter is strictly rewards based (i.e. your money is essentially a donation in exchange for a reward or a pre-sale version of the product), the companies on these new platforms will be selling equity or debt financing. If these companies are successful, you stand to make money."
OK, that's cool. But why does it matter?
Most crucially, expanding access to crowdfunding will expand the amount of money being invested in startups.
"This means more capital for entrepreneurs. While the number of startups will stay the same, the amount of money available to deploy into this asset class will grow. Therefore, the rule change will have a profound shift on the early-stage investment industry and the economy as a whole," says Shelly Hod Moyal, a co-founder of angel investment network iAngels.
Entrepreneurs will be able to raise more money in a shorter period of time, especially those running startups that can grab the curiosity of everyday investors online, says Hod Moyal. "Title III will shorten the time and expand the scope of fundraising cycles, especially for B2C companies that can easily convey their value proposition if they create compelling digital media to support their company's narrative, and distribute that media effectively through relevant platforms."
Taken together, equity crowdfunding from unaccredited investors could bring a couple of billion dollars of additional capital into startups each year in the U.S., once the industry has a chance to grow into and adjust to the new regulations, says Mat Dellorso, the co-founder and CEO of private placement technology company WealthForge.
In addition to making more money available to entrepreneurs, the new equity crowdfunding rules will make more capital available to a wider range of entrepreneurs. Venture capital and angel investor dollars tend to flow to companies based in Silicon Valley and New York City, skipping over entrepreneurs across the country, points out Swart.
"Venture capitalists and angel investors focus on companies with home-run potential. You might have a great little profitable company with dedicated customers, but if you don't have the potential for a billion-dollar IPO or acquisition, a VC or angel isn't likely to be interested. That said, your community of customers might be very receptive to investing," say Annison and Scanlan of Legion M. "The same goes for companies built around a social cause. Large investors are very focused on optimizing the bottom line. Smaller investors may be fine with a lower financial return if they also feel like they are having a positive impact on the world."
Your grandmother, sister and friend's brother invest for different reasons than venture capitalists. And that's great. That will increase the diversity of the kinds of entrepreneurs who get capital investments to build their businesses.
"It's pretty cool that for the first time in 80 plus years, normal people will be able to invest as little as $100 in a startup or small business that they love," says Nick Tommarello, co-founder and CEO of the equity crowdfunding platform Wefunder. "You'll know that whenever you walk into that cafe, you helped make it happen."