Do you need to register with the SEC if you.....

5 Replies

Hi, Bigger Pockets Family!

Do you need to register with the SEC if you are using a website to generate a list of accredited and sophisticated investors? The website wouldn't be making any offerings or have any property details. The website would generally mention property criteria, strategy, about us, a blog for education, an FAQ,  etc...... For clarification, there wouldn't be an investor portal. Just an "invest with us" link that takes you to a form to qualify an investor.

Or....would it be best to consult with an SEC Attorney before publishing said site? 

Thanks in advance for any feedback! 

Justin Walker

Sounds like you want to set up a click funnel to gather potential investor information. There's nothing to be registered. Just make sure that after you start communication with those people that you document it well so that you'd qualify for whatever exemption you're looking to do.

@Justin Walker , I would definitely talk to a securities attorney.  You do not technically have an offering to register right now, so I don't know what you would be registering.  But as a non-attorney I see two red flags immediately that I would have an attorney opine on: the term "invest with us" can create the implication of an offering, which is likely frowned on.  There are several steps you need to take to vet a lead prior to being able to send them any actual offering, assuming you are 506b offerings.  As Michael noted, your securities and compliance attorneys should give you a list of required questions to both ask, document and confirm throughout the process to remain compliant.

The SEC is essentially a one strike, your out kind of entity.  In the syndication space, an SEC violation often means you are not allowed to act as an officer of private offerings again.  No point taking that risk to save a few thousand dollars, in my opinion.

Thanks for the feedback @Michael Le , @Evan Polaski .

Michael that is Correct, I want to set up a click funnel for that purpose.

Evan, I will definitely talk to an SEC attorney to discuss appropriate language and questions/documentation requirements. Also, duly noted about the SEC being a one-strike entity when it comes to syndication. 

@Justin Walker, the responders are correct; you should have a securities attorney review your website before it goes live and provide the appropriate website disclaimers, privacy policies and terms and conditions. As @Evan Polaski said, it's better to be safe than sorry when dealing with securities laws. There is a fine line between general promotion of your company and prohibited general solicitation and advertising of investment opportunities.

That being said, there are 2 reasons for a syndicator to have a website - one is to show prospective investors, sellers, brokers and lenders that you're legit - if that's your goal, you don't need SEO or an "Invest With Us" button that gathers contact information as the only investors that visit your site are people you already know. The other reason to have a website is to attract new prospective investors, which generally requires hiring an SEO consultant and generating a ton of content (articles, blogs, FAQs, etc) so that you rank on Google and get found, and some type of lead magnet (ebook, free report, or checklist)  that you can use to entice prospective investors to give you their contact information. Attracting new investors generally also requires that you (or others on your syndication team) have a track record with similar projects, because the first question a stranger will ask is "how many of these have you done before?" Friends, family, and current acquaintances generally don't ask as they already know, like, and trust you, and they're thrilled to know a syndicator they can invest with.

Finally, it's what you do after you get the investor's contact information that determines whether you have the right relationship to offer them future investment opportunities. I'm happy to have on offline conversation if you have further questions.