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SEC OKs Crowdfunding Rules Allowing Companies to Sell Stock Online

Businesses will soon be able to offer investors a piece of their company by legally selling stock online under crowdfunding rules OK'd by the SEC.
A view of the Securities and Exchange Commission headquarters in Washington, D.C., on May 3, 2013.Brendan Smialowski / AFP - Getty Images file

WASHINGTON -- A new form of crowdfunding is coming soon that will allow startups to raise money by selling stock to Main Street investors.

The Securities and Exchange Commission on Friday adopted rules implementing a 2012 law that opened the door to securities crowdfunding. The vote was 3-1 at a public meeting.

For years, For investors, it's a chance to make a small profit and possibly get in early on the next Twitter, Instagram or Uber.

But it's also entails high risk, given that a majority of startups fail. About half of all small businesses shut down within the first five years.

Some critics also warn that investment crowdfunding is ripe for fraud.

The new SEC rules "won't prevent the kind of fraud" that can arise in conventional online scams, said Mercer Bullard, a law professor at the University of Mississippi who is a mutual-fund investor advocate.

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"You can embezzle someone's money in the guise of making a securities offering," Bullard said in a telephone interview.

With an eye to protecting investors, the crowdfunding securities offerings can only be made through brokerage firms or new Internet funding portals that must be registered with the SEC.

SEC Chair Mary Jo White said before the vote that agency staff "will begin immediately to keep a watchful eye on how this market develops." They will assess what kinds of companies use the new crowdfunding offerings, how closely they follow the rules and whether the new practice promotes the raising of capital while also protecting investors.

Under the new rules, people with annual income or net worth less than $100,000 will be allowed to invest a maximum of 5 percent of their yearly income or net worth, or $2,000 if that is greater. Those with higher incomes can invest up to 10 percent. An individual can't invest a total of more than $100,000 in all crowdfunding offerings during a 12-month period. Investors generally couldn't resell their crowdfunding securities for one year.

For their part, companies will be allowed to raise a maximum of $1 million a year from individual investors without registering with the SEC. Companies will have to provide information to investors about their business plan and how they will use the money they raise, as well as a list of their officers, directors and those who own at least 20 percent of the company.

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The SEC was given some discretion in the 2012 law, known as the JOBS Act, in the information to be demanded from companies and limits imposed on investments.

Republican Commissioner Michael Piwowar voted against the crowdfunding initiative because he said the new rules were too strict and will discourage many companies from participating.

The SEC proposed the crowdfunding rules two years ago. Waiting at the starting gate for the final rules to take effect: legions of startups in areas such as packaged food, medical and biotechnology, restaurants and real estate.

The goal of the 2012 law was to help entrepreneurs raise money quickly when they couldn't attract attention from venture capitalists or traditional deep-pocketed investors. At the same time, the law eased the SEC's regulatory reach by giving the startups an exemption from filing rules.

The rationale was that new businesses in a hurry to raise money would be hampered by having to submit paperwork. It was an about-face for Congress after expanding the SEC's powers only two years earlier in response to the 2008 financial crisis.

Supporters say investment crowdfunding could be a boon to the economy: more businesses create more jobs and that boosts economic growth. And many of the companies that could benefit are in overlooked areas of the country, such as the Midwest or Southeast, the promoters say.

But some investor advocates and other critics express concern that this new arena of investing could be a breeding ground for fraud.

The state securities regulators' association warns investors to be "extremely cautious" about crowdfunding. It says companies raising money this way may be inexperienced or even fraudulent. Investors may be on their own to pursue private lawsuits against companies when things go awry, and it may be difficult or impossible to resell the securities.