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Selling Stock & Raising CapitalSecurities Act of 1933: The Selling Stock ActYou have two ways to go if you want to sell your stock to raise money:
HOW IT WORKS: Selling Stock to Go Public and/or Raise Money If you want to go public through selling your stock to raise money or get a Ticker Symbol, you must file a registration statement with the SEC. This is generally filed on SEC Form S-1. We explain how this process works in this section of the website.
The relevant sections of the Selling Stock Act and how they affect your raising money
HOW IT WORKS: Selling Your Stock under an Exemption in a Private Placement You can also raise money by selling your stock without filing a registration statement with the SEC. You do this in a transaction called a Private Placement, which is a stock offering that is exempt from the registration requirements we discussed above. The SEC tells you how to do this legally in Regulation D. This section shows you the outline and text of the actual Regulation.
HOW IT WORKS: State “Blue Sky” Laws If you are selling your company’s stock in the United States, don’t forget state laws, called “Blue Sky” laws after the first set of state securities laws enacted in Kansas in 1911 to prevent fraudulent stock promoters from selling investors a piece of the blue sky. All states have these laws. And the laws are different in every state. This means not only must you comply with the federal rules but also you must comply with different state rules in every state in which you intend to sell you company’s stock. Unfortunately for you, the law in each of the 50 states is different from each other and in many cases from the federal securities laws discussed above.
HOW IT WORKS: The resale of restricted or “not free trading” securities. You’ve sold your company’s stock in a Private Placement. Remember, unlike registered stock sold in a public offering, stock sold in a private placement isn't "free trading." Now your investors want to know, “How and when can I resell the restricted securities you’ve sold me?” And you want to know if there are any limitations on your ability and the ability of other company insiders to sell your and their stock. A Guide to selling non-free trading/restricted securites for both your shareholders and you and other company insiders. The rules are different for your shareholders and for you and other insiders. HOW IT WORKS: Foreign Offerings and Foreign Companies If you are a foreign company or if you are a U.S. company selling stock outside the U.S., you have a completely different set of rules governing your selling stock and raising capital. Many of these rules are much easier to meet than the rules governing actions inside the U.S. Regulation S, not Regulation D, governs non-public offerings in private placements outside the U.S. This Guide shows you how Reg. S works. Foreign companies have options not available to U.S. companies for going public and/or registering their stock for sale in a public offering in the U.S. HOW IT WORKS: Selling securities which are not common stock in your company Beware, you still may be selling a security and be subject to all the SEC Rules and Regulations described above HOW IT WORKS: Business Acquisitions, Combinations and Spin-offs A Guide to how SEC laws, rules and regulations apply in business combination transactions. A Guide to how SEC laws, rules and regualtions apply in spin-offs and other business divestiture transactions. HOW IT WORKS: Hybrid Offerings There are two hybrid type offerings:
A Guide to Regulation A Offerings.
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