- What is a Form C?
- What legal issues do I need to be aware of?
- What's the minimum amount I can raise?
- What's the maximum I can raise?
- How should I set my fundraising target?
- How do I write Risks?
- Financial Requirements: Regulation Crowdfunding
A Form C is the compliance document you must file with the SEC in order to raise money on Wefunder with Regulation Crowdfunding.
Wefunder has an online tool that helps you create a draft Form C fast and easy. Before you launch, we'll also help you fill it out and do a compliance review.
You should carefully read the Founder Legal Primer.
In a few cases, for idea-stage founders raising from their friends and family, we may lower it to $20,000.
With Regulation Crowdfunding, you can raise $1,070,000 per year*.
You can, however, raise an unlimited amount under Regulation D from accredited investors. Wefunder will spin up a free Regulation D campaign for you if you cross $1,070,000, so you can raise more money.
For those who raise $1 million with Regulation Crowdfunding on Wefunder, we will host a Regulation A+ campaign for free. With Regulation A+, you can raise up to $50 million per year.
*Starting January 2021, you will be able to raise up to $5M with Reg CF and $75M with Reg A+! This is big doings 🎉
You must hit your minimum funding goal for the campaign to be successful.
We recommend setting the funding goal to the lowest amount of money you can make use of, then specifying how you'd use any extra cash. For instance, if it costs $50,000 to purchase a new budget-widget-maker, but you could use $500,000 for a super-awesome-widget maker, set $50,000 as your funding target. Then indicate what you'd do with the $500,000.
We also require that your minimum goal be enough to give your business at least 6 months of runway.
You should include every risk that you can think of that is specific to your business.
Do not think in terms of “these risks are going to scare away investors!” because painting a rosy (but incomplete and inaccurate) picture for your investors is bad for every party involved, including yourself.
Investors respect transparency. Writing down the risks not only helps investors make a sound decision; it also protects you as a founder.
- Disclose All Risks. Disclose everything you can think of that is specific to your company and industry.
- Be Specific. The law requires that these risks be specific to your business, not generic boilerplate.
- Write At Least Six. Our system requires a minimum of six risks along with a few sentences of description for each. But we strongly recommend erring on the side of caution — even if you’re not sure, add it.
It's hard to think up risks out of thin air. This is why we've drafted a huge document trying to capture all the risks that can be relevant. It's a beast of a document, but definitely useful to dig through.
You ready? Open if you dare.
The law requires that you disclose certain financial information in order to raise under Reg CF. The specific financial reporting requirements depend on two factors: incorporation date and raise size.
If you were incorporated more than 6 months ago, and raising:
- Less than $250K: You will need 2 years of financials (2019, 2020) in GAAP (generally accepted accounting principles) format. These do not have to be reviewed by an independent CPA. Here's an example.
- More than $250K: You will need 2 years of financials (2019, 2020) in GAAP format and a CPA Review Statement. Here's an example.
If you were incorporated <120 days ago and raising:
- Less than $107K: You will need a cover sheet, balance sheet and footnotes for the period spanning your incorporation date up to the current date. Here's an example.
- More than $107K: You will need a cover sheet, balance sheet, and footnotes, and a CPA Review Statement. Here's an example.
- If you just recently incorporated but do have 2 prior years of operating history, then you will need 2 years of financials (2019, 2020) in GAAP format. If you're raising >$107K, these will need to include a CPA Review Statement.
If you were incorporated >120 days ago, but within the last 6 months, and raising:
- Less than $107K: You will need financials in GAAP format for the period spanning your incorporation date up to the current date.
- More than $107K: You will need financials in GAAP format for the period spanning your incorporation date up to the current date and a CPA Review Statement. Here's an example.
*One exception - if this is your second Regulation Crowdfunding campaign and you are raising more than $535K, you will need audited financials. These will have to be completed by a CPA who is qualified to complete audits.
With the exception of companies incorporated <120 days ago, this is what needs to be included in GAAP financials:
- Cover page
- Balance Sheet
- Income Statement
- Statement of Cash Flows
- Statement of Stockholder's Equity
- Foot notes
Foot notes are typically 2 -5 pages and usually include: accounting methodologies used, an explanation of your taxes, a summary of any debt, and a summary of outstanding equity.
*Even if you are pre-revenue and have $0s all the way through - these statements are still required.
We can introduce you to accountants that can do this work for you quickly and cheaply, though feel free to use your own accountant if you prefer.
NOTE: PLEASE DO NOT JUST SUBMIT YOUR TAX STATEMENTS, OR QUICK BOOKS. THEY MUST BE IN THE CORRECT FORMAT TO BE ACCEPTED BY THE SEC.