For Companies Seeking Financing
The Law Office of Joy R. Butler works with companies seeking to raise capital through commercial banks, private investors, and venture capitalists. Joy Butler has worked on over 100 securities offerings, most of which were Regulation D transactions and limited offerings.
Our Flat Fee Packages for Private Placement Securities Offerings. For companies seeking private investors, the Law Office of Joy R. Butler offers flat fee packages starting at $6,000 that include the following services:
- Counseling to determine the best business entity structure for the offering
- Confirmation of available exemptions under federal and state laws
- Drafting of private placement memorandum
- Drafting of investor subscription agreement
- Preparation and filing of organizational documents for a new LLC or corporation
- Drafting of LLC operating agreement or Corporation Bylaws/Shareholder Agreement, as applicable
- Preparation of any necessary notice filings for the SEC and states
The flat fee does not include any filing fees charged by the SEC, state securities bureaus, or other state agencies (e.g., state filing fee for corporate formation or amendment). Other exclusions may apply. A lower flat fee may be available for offerings with a few accredited investors located in one or two states.
Background on Taking Private Investors. Hopefully, all companies seeking investors realize that they are selling a security and must comply with federal securities laws and the laws of each state in which investors reside. Compliance means either registering the offering with the SEC and the relevant states, or finding an exemption to registration. Fortunately, there is typically an exemption to securities registration available for private offerings. Whether an offering qualifies as private is often subjective and depends upon a number of factors including
- the number of offerees,
- the dollar amount of the investment,
- the sophistication of the investor, and
- the extent to which information is available to the investor.
If your investors consist of a few (e.g., 2 or 3) high net worth individuals who live in the same state, the securities-related paperwork may be fairly straight-forward. As you offer the investment to more people in more states, the paperwork quickly grows more complicated.