Can I Sell Securities in My Small Business?

To be successful, businesses generally need access to capital. For small businesses, there are several different options available to raise money. One option involves selling securities in the business. Before you even think about selling securities in your business, it is crucial that you have a basic understanding of securities law.

United States securities law is notoriously complex. There are certain exemptions that can make the process easier for small business, however, if you offer securities in an unlawful manner, you could find yourself and your business facing serious trouble. If you are considering raising capital in this manner, it is highly recommended that you seek guidance from a Chicago business law attorney who has experience with securities law.

Three Things Small Business Owners Should Know About Securities Law

  1. 1. Federal Securities Law Generally Requires Registration and Disclosure

Under federal securities law – most notably the Securities Act of 1933 – businesses are typically required to make certain financial disclosure and to register with the SEC when they are making a securities offering to the public. If your company is required to register its securities offering, you must comply with this requirement.

  1. 2. There are Several Securities Law Exemptions Available to Small Businesses

For small businesses, there are several securities law exemptions that allow companies to forego the general registration and disclosure requirements. This is valuable for smaller companies because the compliance cost associated with registering and making disclosures can be enormous. A securities law exemption may be available if:

  • The total size of the securities offering is relatively small;
  • The securities are being offered to a very limited number of investors; or
  • The offering is only targeted at sophisticated or accredited investors.

If you are considering selling securities in your small business through a registration exemption, whether it is the intrastate offering exemption, the private offering exemption, or Regulation D, it is crucial that you consult with an experienced Chicago securities lawyer. You need to be sure that your securities offering is in full compliance with all relevant federal and state regulations.

  1. 3. Exempt Securities Offerings are Still Covered by Antifraud Provisions

A securities law exemption allows small businesses to avoid some of the cumbersome, expensive requirements associated with registration and financial disclosure. Certainly, this is important as compliance costs could potentially crush a smaller company. However, securities offerings that qualify for an exemption are still covered by the antifraud provisions in U.S. securities law. If you or your business partners make false or misleading statements in soliciting investment, or if you omit material information in the course or offering securities – even if it is done inadvertently – you and your company may be held legally liable.

Contact Our Chicago Business Lawyer Today

At North Suburban Legal Services LLC, we offer a full range of business law services. If you are considering soliciting investment into your small or mid-sized Illinois business, our legal team can help. For fully confidential legal guidance, please do not hesitate to contact our law firm at (312) 313-4038.




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