SEC introduces, unanimously approves crowdfunding proposals

JONATHAN ERNST/REUTERS - The Securities and Exchange Commission voted unanimously Wednesday to move forward on new crowdfunding rules.

The Securities and Exchange Commission on Wednesday formally proposed new rules that would allow entrepreneurs to raise capital from anyone in the country through online investment portals.

The new rules, which were approved unanimously by the five-member commission and now enter a three-month comment period, would give companies the green light to start widely selling securities through what are known as crowdfunding portals. Right now, entrepreneurs can offer equity deals through the marketplaces only to accredited investors.

epa03916249 A Balinese man walks among the blazing coconut husks during a sacred ritual called 'Mesabatan Api' or fire fight at a temple in Tuban, Bali, Indonesia, 19 October 2013. During the ritual Balinese Hindu men took the blazing coconut husks barehanded, swinging and throwing them each other. Balinese believe that fire can destroy evil, and the ritual is aimed to get rid of the negative forces.  EPA/MADE NAGI

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“Crowdfunding presents a number of opportunities,” SEC Commissioner Michael Piwowar said moments before the vote on Wednesday. It allows small firms to “access capital from sources that were previously unavailable” while giving “all investors, not just so-called accredited investors, the opportunity to invest in entrepreneurs and their ideas at an earlier stage than ever before,” he added.

Many consider the crowdfunding provisions the most substantial of several regulatory changes authorized by the Jumpstart Our Business Startups Act in April 2012, which was meant to ease financing restrictions for small and new businesses. Once the new rules are approved, for the first time, entrepreneurs will be able to sell stakes in their firms over the Internet without registering their investors with the SEC, and under the current guidelines, they would be able to raise up to $1 million a year through crowdfunding.

It “changes the paradigm we have used for the past eight decades,” Piwowar said.

Companies would be required to file certain information to federal regualtors, including details about the firm’s owners, descriptions of the financial health of the company and intentions for using the proceeds from investores. Once the offering is complete, firms would be required to file annual reports to the SEC.

On the investor side, securities obtained through a crowdfunding portal could not be resold for one year after purchase.

Congress initially gave regulators 270 days to create rules that would allow businesses and investors to proceed with equity-based crowdfunding. However, a flood of concerns over investor protections have slowed the process.

“Because this has not been done before, we know very little about the dynamics about how this financial innovation will work,” including who will invest, what companies will use the portals, and what type of fraudulent activity to expect, Commissioner Kara Stein said during the meeting on Wednesday. “We still have a lot to learn.”

Ryan Feit, a board member for Crowdfund Intermediary Regulatory Advocates (CFIRA), which lobbies on behalf of the emerging crowdfunding industry, called the unanimous vote “a great sign,” noting that previous regulatory changes triggered by the JOBS Act were initially voted down by some members of the commission.

“Leading up to today, there was a lot of concern that the SEC was going to poison the well by making the rules so onerous that nobody would ever use crowdfunding, but it’s now clear that’s not the case,” Feit said in an interview.

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