∞Direct answer
Direct answer
Rules change by country. Map the firm, buyer, and pitch place. Ask local counsel which offer rule fits. In the US, a public post can change the rule. Rule 506(b) bars ads. Rule 506(c) can allow them. Buyers must be accredited. The firm must check that. [1] [2]
Start with an offer map
Map the firm. Map each buyer. Map each place where the pitch may be read. Add the deal type. It may be shares, a note, or a like right.
A warm intro may be part of an offer. Do not map only the founder home. Map the buyer place too. The firm home can change the rule.
- Issuer: legal entity and formation place.
- Investor: person, fund, or company and location.
- Pitch: deck, post, event, email, or platform page.
- Security: what the investor may receive.
- Route: private offer, public offer, or platform route.
Ask the US question before a public post
A US Rule 506(b) deal cannot use public ads. The SEC says it bars general solicitation. [1] It also has rules for some buyers who are not accredited. [1]
Rule 506(c) can allow broad ads. All buyers must be accredited. The firm must take steps to check that fact. [2] Form D is due 15 days after first sale for covered deals. States may still seek notices or fees. [1] [6]
- Which US exception does counsel name?
- Will a post, demo, event, or web page be an ad?
- Who may buy, and what proof is needed?
- What federal and state notices follow first sale?
Ask the UK question before a pitch
In the UK, a pitch can be a financial promotion. It can invite or nudge an investment. The FCA says a non-authorised person cannot send one in business. It needs approval or an exception. [3]
Check the deck, post, event script, and people who may send them on. A legal read is not an approval. A permitted approver may be needed. [3]
- Is the firm or speaker authorised?
- If not, what approval or exception is used?
- Who may get this pitch version?
- What words, risks, and records does counsel need?
Treat an EU platform as its own path
An EU crowd route is not just a public deck link. The rule covers matching firms and buyers on a crowd platform. [4]
The rule does not cover an offer above EUR 5 million in 12 months. [4] Each offer needs a key sheet. It needs risk warnings. It must be fair, clear, and not misleading. [4]
- Is the platform authorised for this service?
- Is the planned sum within this regime?
- Who makes and checks the key sheet?
- Which buyer countries and languages will it reach?
Check the Australian small-offer limits
ASIC says a personal offer may need no disclosure pack. Fewer than 20 people must have had offers or invites in 12 months. The new offer must keep the total at AUD 2 million or less. [5]
Do not advertise while using this exception. [5] Count prior offers first. Get legal advice on an exception. ASIC says to do this. [5]
- How many people had offers or invites in 12 months?
- How much was raised, and how was it counted?
- Is the offer personal and not advertised?
- Does another disclosure rule or exception apply?
Build a country file, not a legal guess
Keep one dated file for each target country. Save the pitch, buyer type, offer path, sum, advice, approvals, and filing dates.
Give each point one owner. Mark it open, fixed, or changed. Ask counsel before a new country. Ask before a public post, platform, or key term change. This is general information. It is not legal or tax advice. It is not an offer to invest.
- Country and rule checked.
- Buyer type and proof needed.
- Pitch version and audience.
- Advice, approval, notice, and due date.
- Open issue, owner, and next check date.
FAQ
Frequently asked questions
Can one US exception cover each buyer country?
No. A US exception can matter for the US offer. It does not remove rules in other buyer places. Map each buyer country. Ask local counsel about the full facts.
Can I post my deck before I choose a US path?
Do not assume that. Rule 506(b) bars general solicitation and ads. Rule 506(c) has other buyer and check rules. [1] [2] Get advice before public outreach.
Does a UK disclaimer fix a promotion issue?
Not by itself. The FCA says a non-authorised person must not send a financial promotion unless it is approved or exempt. [3] Ask which path fits the full pitch and audience.
Does an EU crowd platform remove founder work?
No. The rule gives the platform and project owner set tasks. It also needs a key sheet with risk warnings. [4] Check roles, facts, translations, and the planned sum.
What should I give local counsel first?
Give entity facts. Give the cap table and deal terms. Give target countries, buyer list, pitch, sum, dates, and past offers. State what you do not know. A clear fact file can cut repeat questions.
REF
Sources
- 1
U.S. Securities and Exchange Commission
Private Placements - Rule 506(b) ↗ - 2
U.S. Securities and Exchange Commission
General solicitation — Rule 506(c) ↗ - 3
Financial Conduct Authority
PERG 8 Financial promotion and related activities ↗ - 4
- 5
Australian Securities and Investments Commission
Disclosure documents to be provided to potential investors when raising funds ↗ - 6
U.S. Securities and Exchange Commission
Filing a Form D Notice ↗