Reg CF: you cannot file incomplete documents

Oh, companies seeking crowdfunding under Regulation CF, it’s going to be so tempting to do this. There’ll be a time when you have all the information required by Rule 201 loaded on SuperPortal’s site. All except the financial statements, which the accountant has not finished reviewing. She says her review isn’t going to result in any material changes. And it’s May 16, and you really want to be the first to go live on SuperPortal. What if you filed the Form C without the accountant’s review? No-one would notice (the SEC doesn’t officially review Form C filings), would they? And you could update the financials when you got them finished.

Don’t do that.

For a start, people will notice. CrowdCheck will not issue a “Check” affirming that the requirements of the Regulation are met if your filing isn’t complete. The SEC’s Enforcement Division and the state regulators will be keeping an eye on this market to see what companies are disclosing.

And second, if you file an incomplete document, you don’t get the benefit of Section 4(a)(6)’s exemption from the registration requirements of Section 5 of the Securities Act. What that means is that you made a public offer of securities when you weren’t allowed to, and the penalty for that is that investors can ask for their money back with interest.

So nothing in your crowdfunding offering can go live until you have filed a complete Form C with the SEC.

Join CrowdCheck

More Blogs