Raising Capital for Florida Start-Ups: A Primer on Federal and Florida Securities Laws

A constant for most start-ups and young developing companies is the need for capital. Unfortunately, entrepreneurial zeal and deep pockets often do not go hand in hand. Equally unfortunate is the fact that neither federal nor Florida securities laws have practical de minimis exemptions from omnipresent registration requirement when start-ups are seeking to raise capital.^[1] A $1,000 investment from “Uncle Bob,” whether in the form of stock, an LLC interest, a partnership interest, or even a loan, may violate both federal and state securities laws. If the investment goes sour, Uncle Bob may not raise any legal issues, but multiply Uncle Bob by investors who are friends, relatives, and friends of friends, and the risks of serious adverse litigation results and personal liability grow. Federal and state securities laws require that every offer or sale of a security must either be registered with the appropriate authorities or qualify for an exemption from the registration requirement.^[2] Noncompliance can result in rescission rights for purchasers against the issuer and its control persons, and even possible criminal actions.^[3]

Many capable business attorneys have only a limited knowledge of securities laws. Yet, they may well find themselves forming and then representing start-ups that, before long, will need more capital than the founders’ resources can provide. To analyze how best to raise capital in compliance with the federal and state securities laws and to minimize the risk of liability for the company and its promoters, attorneys with limited securities law experience are well advised to consult the Securities and Exchange Commission (SEC) website,^[4] reference sources,^[5] and seek advice from experienced securities counsel.

However, the securities laws are not rocket science, and counsel with limited securities law experience should be able to master the most important compliance issues of exemptions from SEC or state registration. This article is intended to assist counsel and promoters by summarizing the methods by which capital financing can be achieved for Florida-based start-ups and developing companies under federal and Florida securities registration exemptions. We divide the exemptions into: 1) private offerings, 2) intrastate offerings, 3) multi-state public offerings, and 4) foreign offerings. A caveat: Our descriptions of exemptions are intended as initial guidance. Each exemption has a unique set of technical requirements. If a particular exemption looks appealing, counsel must examine the entire exemption provision carefully before capital raising activities are undertaken.

Private Offerings

The most relied-upon registration exemptions for capital raising are the so-called “private offering” exemptions. Although no law or rule specifically names a private offering exemption, the phrase is commonly used in the securities industry to refer to one or more of the following limited offerings: 1) the federal statutory exemption of §4(a)(2); 2) the federal SEC Rule 506(b) exemption under SEC Regulation D; 3) the federal SEC Rule 506(c) exemption under SEC Regulation D; and 4) Florida’s limited offering exemption under §517.061(10).

Section 4(a)(2) Statutory Private Offering

Section 4(a)(2) of the 1933 Securities Act provides a registration exemption for transactions “not involving any public offering.”^[6] Offerings under §4(a)(2) are often referred to as “statutory private placements.”^[7] It is important to note that the registration exemption applies to “offerings” that the 1933 act broadly defines to “include every attempt or offer to dispose of, or solicitation of an offer to buy” a security.^[8] This statutory exemption is, therefore, especially risky as its requirements apply not only to securities purchasers, but to all persons who may have been solicited but nevertheless declined to purchase. Thus, noncompliance vis-à-vis a non-purchaser may constitute an actionable violation and render the exemption unavailable for all purchasers. Although there is no official list of requirements for the §4(a)(2) exemption, there are three fundamental criteria:

1) Each offeree and purchaser must have knowledge and experience in finance or business matters, meaning the ability to evaluate the merits and risks of the investment (such an investor is sometimes referred to as being a “sophisticated investor”);^[9]

2) each offeree and purchaser must receive of or have access to the same type of information normally provided for a registered offering; and

3) each purchaser must hold the securities for investment and not engage in short-term resale.^[10]

As simple as the statutory §4(a)(2) exemption sounds, a transaction “not involving a public offering,” there are major drawbacks to the use of this statutory exemption. A major one is the strict limitations on the manner of finding investors. The SEC has made it clear that general solicitation of prospective investors is not permitted, believing such activities to be incompatible with the private placement exemption.^[11] Two other major concerns are the substantial ambiguity as to the content of disclosures that must be given to potential investors, and, finally, the statutory exemption does not preempt state registration as do the Rule 506 exemptions discussed below.

From a planning standpoint, the compliance uncertainties for the statutory private offering exemption render many practitioners wary of reliance on this exemption, other than in offerings limited to a handful of experienced investors personally known to the issuer’s management or principal owners.

Regulation D Exemptions

In response to criticism of the compliance uncertainties in the §4(a)(2) statutory exemption, the SEC adopted Regulation D in 1982, which today consists of Rules 501-508.^[12] Rules 504, 506(b), and 506(c) provide three substantive securities registration exemptions discussed below. An understanding of the Regulation D exemptions begins with five important terms: accredited investors, restricted securities, covered securities, general solicitation, and bad actors.

• Accredited Investors — As defined in Regulation D, accredited investors are several dissimilar categories of individuals and entities that, because of their financial wherewithal, or relationship to the issuer, may be dealt with by issuers with substantially less formality than non-accredited investors. The list of accredited investors set forth in Regulation D includes:^[13]

1) Individuals whose net worth exceeds $1 million, including assets jointly held with spouse or spousal equivalent excluding the value of the primary residence.

2) Individuals whose annual income exceeds $200,000 excluding income of a spouse or spousal equivalent, or $300,000 including income of a spouse or spousal equivalent.

3) Executive officers, directors, limited liability company managers, or general partners of the issuer.

4) Banks, insurance companies, or registered investment companies.

5) Certain charities with more than $5 million in assets.

6) Certain corporations, trusts, or employee benefit plans with more than $5 million in assets.

7) Individuals, appropriately licensed and in good standing, as securities brokers or investment advisers under regulations administered by the Financial Industry Regulatory Authority (FINRA).

8) An entity all of whose equity owners are accredited investors.

If the issuer “reasonably believes” that the definitional requirements for an accredited investor are satisfied, Rule 501(a) accords accredited investor status to that person or entity even if in actual fact the definitional requirements are not satisfied.

• Restricted Securities — Restricted securities are securities acquired from the issuer or its affiliates in transactions that were not registered with the SEC. Restricted securities cannot be resold by the purchaser except by registration under the 1933 Securities Act or in a resale transaction exempt from such registration. For smaller, non-public companies, SEC Rule 144 mandates that resales without SEC registration cannot occur for at least six months, or one year, from date of purchase depending on whether the company issues publicly available current information as defined by SEC Rule.^[14] Securities obtained in §4(a)(2), Rule 504, Rule 506(b), and Rule 506(c) transactions are restricted securities. Securities issued in one of the intrastate exemptions noted below are not restricted securities but are subject to other resale limitations as discussed.

• Covered Securities — Under §18(a) of the 1933 Securities Act, securities issued in certain federally exempt transactions are designated “covered securities.”^[15] Covered securities are exempt from the substantive registration provisions of all state securities laws. Securities issued in Rule 506 offerings and the federal crowdfunding exemption are covered securities. Securities issued in other federally exempt transactions, such as §4(a)(2), Rule 504, and intrastate exemptions under Rule 147, are not covered securities. All non-covered securities transactions must comply with applicable state securities law and must be registered under state law unless a state exemption can be used.

• General Solicitation — The private offering exemptions, except for Rule 506(c), prohibit “general solicitation.”^[16] The term “general solicitation” in this article refers to all forms of general solicitation or general advertising activities directed at finding potential investors. Rule 502(c) provides examples of “general solicitation or general advertising,” such as any “advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio.”^[17] By way of further examples, general solicitation is likely present in: 1) impersonal internet-based public solicitations of investor interest; and 2) personal solicitations by the issuer or its agents of persons with whom the issuer or its agents have no significant business relationship.

Both the SEC and Florida have created limited exceptions to the general solicitation prohibition, discussed under the subheadings, “Testing the Waters” and “Demo-Day Presentations.”

• Bad Actors — The exemptions under Regulation D are not available if a “bad actor” is involved with the issuer, such as an officer, director, or significant shareholder.^[18] The “bad actor” provisions of Rule 506(d) set forth multiple adverse regulatory actions and civil and criminal litigation events for the issuer, its predecessors, principal owners, officers and directors, and closely related individuals and entities, each of which trigger “bad actor” exemption disqualification.

In planning for any Regulation D transaction, it is crucial to determine if there are any bad actors. If there are, unless the bad actors can be removed from any association with the issuer or the offering, Regulation D will not be available and alternative exemptions must be considered.

SEC Rule 506 Exemptions

SEC Rule 506 is comprised of two substantive exemptions — Rule 506(b) and Rule 506(c). Both exemptions: 1) have no limit on the dollar amount of proceeds; 2) result in issuance of “covered securities”; and 3) require the filing of Form D.

• Rule 506(b) Exemption — Rule 506(b) offerings may include up to 35 non-accredited investors, plus an unlimited number of accredited investors.^[19] Each non-accredited investor: 1) must be “sophisticated,” that is, be able alone or with the assistance of a purchaser representative to evaluate the merits and risks of the investment; and 2) must receive narrative and financial information substantially similar to that which would have been required in a comparable offering registered with the SEC. Compliance with the narrative and financial disclosure requirements for non-accredited investors may be too difficult or costly and increases the risk of failing to satisfy the exemption requirements.

There is no financial or narrative disclosure required for accredited investors.^[20] Therefore, offerings under Rule 506(b) are often limited to accredited investors so that the costs and potential antifraud liabilities of disclosure are avoided.

• Rule 506(c) Exemption — Rule 506(c) permits general solicitation of prospective investors, provided: 1) all investors are accredited investors; and 2) the issuer takes “reasonable steps to verify” accredited investor status for all investors.^[21] Rule 506(c) differs from Rule 506(b) in three notable ways: 1) it is limited to accredited investors; 2) it allows general advertising and solicitation; and 3) it requires “reasonable steps to verify” that each purchaser is an accredited investor.

The verification requirement is more demanding than Rule 506(b) that only requires the issuer to “reasonably believe” that the purchaser is an accredited investor. Rule 506(c) sets forth several non-mandatory and non-exclusive methods to verify accredited investor status.^[22] Principally because of the verification requirement (particularly, the perceived impracticality of the non-exclusive verification methods), and the concern as to possible failure to satisfy that requirement, Rule 506(c) has not supplanted Rule 506(b) as the most often used Regulation D exemption.^[23]

In March 2025, the SEC Division of Corporation Finance issued informal advice emphasizing that the examples in the rule of conduct satisfying the “reasonable steps to verify” element of Rule 506(c) were simply examples and that what “reasonable steps to verify” were appropriate was an “objective determination” based on the particular facts and circumstances.^[24] The division specifically approved as “reasonable steps to verify” circumstances when: 1) there is an investment of at least $200,000 for an individual and $1 million for an artificial entity; 2) the investor provides written assertion of accredited investor status; 3) the investment is not being financed by an outside third party; and 4) the issuer has no actual knowledge of facts contrary to the investor’s assertions concerning accredited investor status.^[25] This informal advice significantly lowered the perceived risks of failing to satisfy the “reasonable steps to verify” requirement. Whether this liberalization of the verification standards will result in significant increased use of Rule 506(c) remains to be seen.

Florida’s Limited “Private” Offering Exemption

Florida does not have a private offering exemption that mirrors either §4(a)(2) or Rule 506. The nearest analogy is the exemption found in §517.061(10).^[26] This statutory exemption from registration has a numerical limit on the number of non-accredited investors and does not permit general solicitation of potential investors. The exemption: 1) has no limit on the offering amount; 2) is limited in a 12-month period to no more than 35 non-accredited Florida investors and an unlimited number of accredited investors; 3) prohibits general solicitation in Florida; 4) requires before sale the delivery of or access to “full and fair disclosure of all material information”; and 5) provides the purchaser a three-day right to rescind.

This exemption was the primary exemption in Florida’s securities statute prior to the 2024 statutory revisions. As a result of the 2024 revisions, which added three intrastate registration exemptions, this exemption is likely to be used principally when the offering includes out-of-state investors. As with all Florida exemptions, the exemption must also satisfy a federal exemption.^[27]

Intrastate Offerings

If finding investors through a private offering is not a viable source of financing, an alternative may be an intrastate offering that focuses solely on Florida residents. Except for Florida’s Accredited Investor exemption described below, the intrastate offerings do not depend on the wealth or sophistication of the investors and allow for marketing opportunities that are less restrictive than the private offering limitations. The key is that local companies in Florida are selling securities solely to Florida residents. Although potential investors are restricted to bona fide residents of Florida, this may not pose a major limitation given Florida’s substantial population.

The Federal Intrastate Exemptions

To conduct a valid intrastate offering, the issuer must first assure that one of the federal exemptions for intrastate offerings is satisfied, namely: 1) §3(a)(11) of the 1933 Securities Act; 2) SEC Rule 147; or 3) SEC Rule 147A. The statutory §3(a)(11) exemption contains ambiguous standards that lack clear guidance and, thus, pose a substantial risk of inadvertent noncompliance.^[28] The statutory ambiguities led to the adoption of SEC Rules 147 and 147A, each of which provides objective exemption standards and is, therefore, generally preferred over the statutory provision.^[29] The federal exemption is satisfied by meeting either the statutory provision or one of the two SEC rules. Rule 147A is the more favorable of the two rules, as it differs from Rule 147 in allowing internet advertising for investors,^[30] permitting the offering company to be incorporated in another state,^[31] and the exemption is not lost if there is an inadvertent offer to an out-of-state resident.^[32]

Both Rule 147 and Rule 147A require the issuer to have a reasonable belief that the purchaser is a state resident^[33] and both require that the company meets one of four “doing business” tests to prove that the principal place of business is in fact Florida.^[34] The federal exemptions do not require a formal disclosure document or any federal filing, although as described below the Florida exemptions do so require.

SEC Rules 147 and 147A both require that a purchaser cannot resell the securities to a non-resident for at least nine months.^[35] That limitation is intended to keep the securities offering intrastate. The company must, therefore, assure, preferably through a written statement signed by the purchaser, that the purchaser is aware of and agrees to this restriction.^[36]

The Florida Intrastate Exemptions

If the issuer satisfies one of the federal intrastate exemptions, there are three Florida-based exemptions for intrastate offerings that avoid the cost and delay of a state registered offering.

• Florida’s Accredited Investor Exemption — As part of the 2024 reform of Florida’s securities laws, a state exemption was added for intrastate offerings limited to Florida residents who are, or are reasonably believed to be, accredited investors.^[37] The exemption allows for general solicitation, but any advertising must state that the offering is limited to accredited investors in Florida. The exemption does not require any formal disclosures, although Florida’s civil and criminal enforcement provisions apply to both the issuer and its promoters if there are materially misleading statements.^[38] This intrastate exemption may be useful for start-ups and other developing companies that, through advertising, are able to attract Florida-based accredited investors.

• Florida Invest Local Exemption (FILE) — The 2024 amendments to the Florida securities statute created a micro-offering exemption entitled Florida Invest Local Exemption (FILE) under which Florida-based companies can raise capital from Florida residents with modest technical requirements.^[39] The exemption requirements are: 1) $500,000 is the maximum offering amount;^[40] 2) a simplified disclosure statement furnished to all purchasers and filed with the state; 3) a $10,000 investment limit for non-accredited investors with no investment limit for accredited investors; 4) the offering can be advertised and solicited broadly; 5) the issuer must set a minimum target amount, all offering proceeds must be placed in a Florida bank, and the proceeds cannot be used by the issuer unless and until the target amount is reached. If the target is not reached within 180 days from the offering’s start, all proceeds must be returned and the offering terminated; and 6) each investor has a three-day window after making the first tender of consideration to rescind the transaction.

For companies not needing more than $500,000 in a 12-month period, the FILE registration exemption may be quite useful.

• Florida Limited Offering Exemption — For offerings up to $5 million, the so-called Florida Limited Offering Exemption may present a viable financing opportunity.^[41] This exemption was also part of the 2024 statutory reform and replaced Florida’s former crowdfunding exemption that was so full of technical requirements that it made the exemption effectively useless.^[42] The new exemption has similar provisions to the FILE exemption described above, with the following additions: 1) more detailed requirements in the disclosure document, including financial statements; and 2) offerings in excess of $2.5 million must use a third-party dealer or a state registered intermediary.^[43] Offerings below $2.5 million have the option to use a dealer or intermediary.

Like the FILE exemption, the issuer must set a target amount, offering proceeds must be put into a Florida bank, and it cannot be used unless and until the target is met.^[44] The time frame for meeting the target is 365 days, compared to 180 days for the FILE exemption.

If an intermediary is used, each investment transaction must proceed through the intermediary, not directly with the issuer. The exemption imposes obligations on the intermediary, including a requirement to take measures that reduce the risk of fraud, assuring that the issuer’s disclosure document is delivered, advising each potential investor of the risks of investing in an exempt offering, and obtaining from each prospective investor sufficient proof of Florida residence.^[45] Directors, officers, and managers of an intermediary cannot have any financial interest in the issuer. If the intermediary is not a state-registered dealer, it cannot offer investment advice, solicit offers to buy the issuer’s securities, compensate its employees based on the sale of securities, hold or manage investor funds, or compensate any finders who provide information on prospective investors.^[46]

The bottom line: intrastate offerings are often shunned by lawyers who fear that a single mistaken sale to an out-of-state resident can ruin the exemption and result in rescission rights and potential personal liability. However, if carefully constructed and carried out, an offering in a state as large as Florida can be an excellent financing method for companies that cannot fit their needs into the restrictions surrounding other exemptions.

Multi-State Public Offerings

If neither the private offering route nor Florida-based intrastate offerings are likely to attract sufficient investors, companies and counsel should consider exemptions that involve multi-state offerings to a broad range of potential investors.

• Federal Rule 504 Exemption — The federal Rule 504 exemption is part of Regulation D discussed above.^[47] The Rule 504 exemption:

1) is limited to a $10 million offering;

2) prohibits general solicitation and the purchased shares are restricted securities except for offerings in a state where the offering: a) is a registered offering requiring a disclosure document or b) is made under an exemption limited to accredited investors;

3) has no limit on the number of investors;

4) has no requirement for investor wealth or sophistication;

5) has no mandatory disclosure of information about the issuer or the offering (although the antifraud provisions apply to any disclosures that are made); and

6) requires filing of Form D with the SEC. A major disadvantage is that securities issued under Rule 504 are not “covered securities” and, therefore, the offering must either be state registered or satisfy a state exemption in every state where the securities are offered.^[48] If the Rule 504 offering is registered in Florida, issuers may use a modified registration statement, the Small Corporate Offering Registration (SCOR).^[49] However, even a modified registration statemen and process is time-consuming and costly.

• The Federal Crowdfunding Exemption — As part of the JOBS Act of 2012, Congress created a statutory exemption from registration that allowed companies to raise money in small increments through internet-based offerings.^[50] Although adopted with great fanfare, both Congress and the SEC were so concerned that an open door to fraud was being created that the statute and supplemental SEC rules are laden with heavy obligations and limitations. The principal elements of the federal crowdfunding exemption are:

1) a maximum offering amount within a 12-month period of $5 million;

2) a complex formula limiting the investment amount of a non-accredited investor;^[51]

3) each transaction regardless of amount must be conducted through an intermediary, either a broker or registered funding portal;

4) a disclosure document that requires much of the same information as a prospectus in a registered offering;

5) a restriction on advertising the offering that can only be done through the intermediary, not by the issuer;

6) issuer must specify a minimum target amount and deadline date and cannot access funds unless and until the target is met; and

7) a one-year restriction on investors being able to sell or transfer the purchased securities.^[52]

The intermediary requirement for all offerings, regardless of size, is a major impediment to this exemption. Substantial obligations are imposed on the intermediary, including background checks on the issuer’s management and principal stockholders, ensuring that investors do not exceed their investment limit, and ensuring that funds are not used by the issuer unless the target amount has been reached.^[53] The exemption is the only federal exemption that prevents the issuer from directly marketing securities without the use of an intermediary. Intermediary fees generally range upward from 5% of the offering amount or the amount raised, plus additional costs relating to preparation and dissemination of the disclosure document. In addition to the fees, companies raising relatively small amounts may have difficulty finding an intermediary willing to undertake the risk of liability for a small offering, even if the companies are willing to pay the necessary fees and expenses.

The federal crowdfunding exemption provides advantages of being able to utilize the internet for nationwide marketing and is not limited to purchasers in terms of location or sophistication. In addition, the crowdfunding exemption preempts state law registration requirements. Despite these factors, the exemption is so fraught with limitations and technical requirements that it is likely to be a last resort exemption for cash-hungry companies.

• Federal Regulation A Exemptions — The federal Regulation A exemptions allow for offerings up to $20 million (Tier 1) or $75 million (Tier 2) and are similar to a mini registration. Start-ups and other young, developing companies often are not seeking such high amounts. If such an offering is contemplated, both SEC guidance and treatises exist to assist in the offering preparation.^[54]

Foreign Offerings

Although infrequently used by smaller companies, an offering that is made solely to persons or entities outside the U.S. is exempt from federal and state registration.^[55] Neither the issuer, nor any of its agents, can make any selling efforts in the U.S., and any purchaser must be, or must reasonably believe to be, outside the U.S. when the buy order is originated. Any such offering must comply with the securities laws of the countries in which the offering is made. If the foreign offering route appears viable, the issuer would be well advised to hire foreign counsel to assure that both the U.S. and foreign laws are observed.

Additional Factors

Supplementing the various federal and state exemptions from registration are additional rules that affect the manner in which securities offerings are planned and executed. These rules deal with the potential integration of offerings and the marketing of securities offerings.

• Integration — Capital-raising transactions are often not isolated events. Smaller companies are in frequent need of capital. One capital-raising effort may occur about the same time or shortly after another. In those circumstances, the so-called “integration” doctrine may require two apparently separate offerings to be considered as a single offering for exemption purposes.^[56] Considered separately, each capital-raising effort may have satisfied differing applicable exemption requirements. As a result of integration, however, the single integrated offering may fail to satisfy any applicable securities registration exemption.

For example, consider two offerings, Offering #1 and Offering #2. Offering #1 aims at complying with SEC Rule 506(b) and is made only to accredited investors in several states. Offering #2 is a Florida intrastate offering under Rule 147 open only to persons who are bona fide Florida residents without regard to their status as accredited investors. Considered as separate offerings, each complies with applicable securities registration exemptions. However, if the offerings are considered as a single offering under the integration doctrine and, thus, combined, problems arise. The Rule 506(b) investors who are resident in states other than Florida render the Rule 147 intrastate offering noncompliant. The presence of non-accredited investors in the intrastate offering who receive no significant narrative or financial information renders the Rule 506(b) offering non-compliant. There are other exemption-killing features of an integrated single offering. For example, advertising and general solicitation of prospective investors may be permitted in the intrastate offering but is incompatible with the prohibition of such activities in Rule 506(b).

The potential integration of offerings is a serious concern. Fortunately, both the SEC and Florida have adopted certain integration “safe harbor” rules that keep exempt offerings separate from one another for exemption compliance purposes. If companies engage in multiple securities offerings, counsel must review the SEC and Florida integration provisions to assure that each of the offerings will be valid.

• Testing the Waters — SEC Rule 241 permits a company to “test the waters” if the issuer has not yet decided whether to have an offering or determined which exemption to use.^[57] Any communication must disclose that the solicitation is a non-binding indication of interest but no acceptance of payment or an offer to buy is permitted. All communications are subject to the antifraud provisions if there are any misleading material statements to persons who subsequently purchase securities. The 2024 reform of Florida’s securities law added a provision allowing issuers in Florida to “test the waters” similarly to the federal rule.^[58] Therefore, companies considering either a federal or state exempt offering are free to engage in pre-offering general solicitation to determine in advance the feasibility and type of offering.

Unfortunately, Rule 241 may be a trap for the unwary. Although exempt by itself, a Rule 241 test-the-waters communication may be deemed to be a general solicitation that may, depending on the timing and other circumstances, render a subsequent §4(a)(2), Rule 506(b), Rule 504, and comparable Florida exemptions problematic if any of those exemptions that prohibit general solicitation were undertaken shortly after the testing period ended. If such an exemption is contemplated, counsel should consider seeking administrative or expert advice as to how to best proceed.

• Demo-Day Presentations — Another form of permissible general solicitation is the so-called “demo-day presentation” that is allowed under SEC Rule 148 and Florida’s analogous provision enacted as part of the 2024 statutory reform.^[59] Demo-day presentations involve issuers making a brief, limited description of their offering in a meeting to which persons have been selectively invited. The presentations must be sponsored by a university, government agency, nonprofit organization, or other sponsor specified in the rule.^[60] There must be more than one issuer making a presentation and the issuers’ presentations are limited to basic information.^[61] This provision, like testing the waters, expands the issuers’ opportunities to meet potential investors in offerings conducted under an exemption that otherwise does not permit general solicitation.

Conclusion

Raising money is never easy. The federal and state securities laws do not make that task easier, as every registration exemption has its limitations and technicalities. The securities laws may not be user-friendly, but they are accessible. With good planning and careful attention to detail, one or more of the described exemptions may allow successful capital-raising for Florida-based start-ups and developing companies.