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Venture capitalists are an interesting lot.
What Are the Federal Securities Laws?
Should My Company "Go Public"?
How Does My Small Business Register a Public Offering?
If you decide on a registered public offering, the Securities Act requires your company to file a registration statement with the SEC before the company can sell its securities. Any information contained in registration statements become public immediately upon filing. But the SEC will not allow you to sell securities to the public until the SEC staff has had a chance to review the registration statement.
If a Company Becomes Public, What Disclosures Must It Regularly Make?
A company can become "public" in one of two ways - by issuing securities in an offering registered under the Securities Act or by registering a company's outstanding securities under Exchange Act requirements. Both types of registration trigger ongoing reporting obligations for a company. In some cases, the Exchange Act also subjects a company's officers, directors and significant shareholders to reporting requirements.
Legal Ways To Offer and Sell Securities Without Registering With the SEC
WARNING: THIS PAGE IS EXTREMELY BORING. ANYONE WISHING TO AVOID THE BRAIN DAMAGE CAUSED BY THE NUANCES OF SECURITIES LAWS AND THEIR OVERLAPPING, PROSAIC RULES SHOULD RUN SCREAMING FROM THIS PAGE. DO NOT SAY WE DID NOT WARN YOU!
The federal government and state governments each have their own securities laws and regulations, so a company selling securities must comply with federal and state securities laws. Thus a particular offering can be exempt under the federal securities laws, but still be subject to individual state laws.
The staff of the SEC's Office of Small Business and the SEC's Small Business Ombudsman will be glad to assist you with any questions you may have regarding federal securities laws. For information about state securities laws, contact NASAA or your state's securities administrator, whose office is usually located in your capital city.
The Small Business Administration publishes a state-by-state directory of the amount of small-business lending done by commercial banks. This information shows the amount of small business lending done during the last year by specific banks. (Small business loans are loans of less than $250,000.)