Can a startup raise money from non-accredited investors?

Entrepreneurs are often advised to raise money from accredited (i.e., wealthy) investors only only.

It's true that limiting an offering to AIs poses fewer regulatory burdens and probably fewer risks. And many institutional investors prefer to see cap tables without AIs.

But not all founders have access to a pool of wealthy investors.

In those cases, the bias against non-AIs can keep founders stuck and unable to access needed capital they need to grow their business.

Securities laws do require more investor protections when raising money from non-AIs - and for good reason. It’s important to understand and comply fully with those requirements.

But they are not as daunting (or expensive) as conventional wisdom says.

The bottom line for entrepreneurs is this:

It is 100% possible to raise capital from non-accredited investors in an ethical manner and in full compliance with all relevant securities laws.

We do it all the time.

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth companies in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce.


He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition. He has special expertise in the representation of mission-driven organizations and social enterprises. 


Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 


Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.


Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives.


He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.  

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.


Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.