SEC: FundersClub, AngelList Not Required To Register As Broker-Dealers

Through “no-action letters” dated March 26, 2013, the Securities and Exchange Commission has just ruled neither FundersClub nor AngelList, both nationally-recognized equity-based Crowdfunding portals, is required to register as a broker dealer under Federal securities law.

But portals are structured as investment advisory services and are registered as investment advisors. When a company is funded by investors, the portals do not receive cash compensation, as a broker would typically receive, but instead receive compensation more customary for a fund advisor: an interest in the future profits of the company – a “carried interest.” The form of the compensation seemed to be the principal factor that convinced the SEC to rule favorably.

Other equity-based portals might register as broker-dealers to avoid the issue altogether. Because both of these coordinated decisions could have gone the other way, however, the larger lesson may be that the SEC is taking a relatively hands-off approach to the rapidly-evolving Crowdfunding industry. If you are a portal or company waiting anxiously for the SEC regulations later this year, that is good news.

Questions? Contact Mark Roderick at Flaster/Greenberg PC.

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3 thoughts on “SEC: FundersClub, AngelList Not Required To Register As Broker-Dealers

  1. Matlack, Anne April 2, 2013 at 12:50 pm Reply

    You are on fire.

  2. […] JOBS Act Crowdfunding, portals focused on real estate have already sprung to life using the legal model approved by the SEC in two no-action letters earlier this year. RealtyMogul, for example, allows accredited investors who have signed up with the site to view a […]

  3. […] approach, i.e., by making Crowdfunding easier, not more difficult. Consider, for example, the two no-action letters issued by the SEC on March 26, 2013 to FundersClub and AngelList. It seems very possible, even likely, that these […]

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