Yes. The SEC limits companies to raising $1,070,000 via Title III equity crowdfunding per rolling 12 month period. 

Republic campaigns usually last 30-60 days. If you need to run a campaign for a longer time, please let us know.

1. The Form C, you should use iDisclose to form the basis for it. 
   1. Once you finish in iDIsclose, an attorney can review your draft for $1,500 and help you file it with the documents below, or you can use your own attorney.
2. Finances, ensure that your financial statements, for the last 2 fiscal years are GAAP compliant. If you need assistance, we recommend using Kristine Rasmussen from Assure (krasmussen@assure.co) to prepare them in GAAP.
   1. Once that is complete, please have your financial statements reviewed by a 3rd party CPA. We can introduce you to once if need be - note this is only for campaigns raising over $107,000.
3. Deal Page, you should start working on your offering page, remember we have templates on your onboarding page.
4. Video & Transcript, If you are making or using a video, remember to write a transcript for it.

Historically, they were. A Sharedrop, however, are conducted using Reg. CF squarely within the four corners of the Securities Act of 1933. In short, a 2016 change to regulations and Republic's legal innovation has made it feasible by allowing companies to collect alternative forms of consideration, so when we say "free" we mean free of cash, but not value going from the investors to your company.

That's up to you, but we've seen companies consider everything from $50,000 to $1,070,000 worth of equity.

Yes, as long as the following conditions have been met:

1. The campaign will have been open for a minimum of 21 days at the time of the closing;
2. Republic provides notice to any potential investors, and gives or sends notice to investors that have made investment commitments in the offering, of:
   1. The new, anticipated closing date of the offering;
   2. The right of investors to cancel investment commitments for any reason until 48 hours prior to the new closing date; and
   3. Whether the issuer will continue to accept investment commitments during the 48-hour period prior to the new closing date.
3. The new offering closing date is scheduled for and occurs at least five business days after the notice is provided; and
4. At the time of the new closing date, the campaign continues to meet or exceed the target offering amount.

Investing on Republic is free for Investors.

Companies pay only if they successfully reach their funding goal: 6% of the total funds raised in cash, and 2% as a Crowd Safe. 

Companies raising on Republic may also use the proceeds of their successful
financing to pay for the escrow agent and other transaction-related fees. Related: how much does it cost to launch a campaign? 

Example using a Crowd Safe: Equity Startup, Inc. raises $100,000 at $10M valuation and hits its funding goal, effectively selling an equivalent of 1% of its equity. Republic takes $6,000 and Crowd Safe with a $2,000 face value (0.02% in an equity equivalent).

Example using a Token DPA: Blockchain Startup, Inc. raises $100,000 
and hits its funding goal, effectively selling $100,000 plus interest in tokens. Republic takes $6,000 and Token DPA with a $2,000 face value (later equivalent for cash or tokens).

Example using a Revenue Share: Revenue Startup, Inc. raises $100,000  and hits its funding goal, effectively selling $100,000 in debt with a revenue right. Republic takes $6,000 and a revenue right with a $2,000 face value (which will entitle Republic to payments as if Republic had put $2,000 into the offering).

Raising via investment crowdfunding on Republic is not a heavy lift, contrary to what you might expect. 

Please note: these fees are not paid to Republic, but are objective costs associated with preparing the documents and running a compliant campaign. Republic only takes commission on successful campaigns.

• Form C: $1,500
  The SEC requires fundraising companies to provide certain information on Form C.  This disclosure informs prospective investors and is provided to the SEC.  iDisclose, a third party service provider, helps you complete a Form C in about 9 hours when it would normally take over 4 weeks manually. We also have inhouse staff to help you along the way. You are required to pay this cost up-front when you start using the service.
• Escrow: Approximately $1,500
  All campaigns must have an escrow agent.  The costs of escrow vary depending on the number of investors you end up with and is not paid until after the campaign is over, directly out of the proceeds of the escrow account.

Baseline cost total: $3,000

Other potential costs:

• Financials: $1,000–$4,000
  If your financials are not complex, you have been diligent with bookkeeping and you are organized expect this cost to be in the middle to lower range. If you already have GAAP converted financials your costs will be lower. If you have a licensed CPA on the team your costs can be $0. If you use professionals expect the bill to be sent once services are complete.
• Video: $0
  Spend as little or as much as you want. It’s up to you. Already have a video? Chances are you can use that for your campaign.
• Attorney review: $0-$3,500
  If you have an in-house counsel or your own representation, you can use their services. If you need representation, our partners offer a flat fee structure for Form C compliance and legal review. In addition they will file your Form C, all amendments during the campaign (if applicable) and your post campaign Form C-U declaring the campaign end. Finally, they will help you setup and review your investor agreement (i.e., the security you are selling to investors - most likely our Crowd Safe). This bill is typically paid upfront.
• Marketing budget: $0
  We highly recommend, but do not require, you to spend money on marketing, social media or otherwise. There might be a live event you want to attend, you might decide to have a party. These costs are optional and you decide on the total costs, but can have major impact on how much you raise. 
• Credit Card: ~2.5%
  If you would like your investors to have the convenience of using a credit or debit card for investment a ~2.5% fee is charged by the service provider. For example if an investor uses their card for a $100 investment your fee would be $2.50. This would only apply to investments made with a credit or debit card, and only if the campaign is successful. Please note, currently Token DPA offerings cannot utilize credit card processing.

Related: What commission does Republic charge?

 By being affiliated with Republic, you get a special discount on Form C reviews through our independent attorneys we have partnered. How the flat fee is determined is explained below.

Number of Prior Issuances of Securities to Investors (Equity, Debt, SAFE, SAFT, etc.)

Depending on how many previous securities offerings you've conducted, our partners will determine the cost of your Form C review and filing based on the following formula:

Services Included using flat fee pricing with vs. without Republic’s Referral

Additional Service Fee

Note: Standard Billing (per hour) includes $400 for an attorney, $150 for a paralegal, and $100 for a legal assistant. Flat-free pricing includes approximately 10 hours of legal review. Client may be billed based on the firm’s standard fee schedule for special circumstances. Any client work to be billed beyond the standard flat fee will require prior client approval and an applicable retainer. 

We work with Sharedrop customers to create a fair commission system for Republic that includes a flat platform fee and a securities commission. A securities commission means Republic receives a small piece of the equity you give away in the offering, just like all other offerings Republic hosts.

No, only United States-based companies can raise via equity crowdfunding per US law.

No, as long as your company is based in the United States it does not need to be incorporated in a particular state to fundraise on Republic.

C-Corporations and Limited Liability Companies (LLCs) can fundraise on Republic. 

You must disclose your last 2 fiscal years in GAAP (Generally Accepted Accounting Principles). If you want to raise more than $107,000, these financial documents must be "Reviewed," Not Audited, by an independent CPA. Here is an example of what completed finances look like.

Anyone in your company that falls into one or more of these categories must provide Republic their full name legal name, SSN/TIN, phone-number, address and DOB:

• Officer (anyone with "officer" in their title);
• Director (anyone on your board, but not informal advisors); and/or
• Any person or entity that holds 20% or more of the company.

• Only U.S.-based companies are accepted (you have to be incorporated in the US)
• Only companies that pass the criteria of our investment committee
• More criteria listed here

GAAP refers to "generally accepted accounting principles", an industry standard for reporting financial information. To fundraise using Regulation Crowdfunding, you must submit your financial statements in GAAP format.

If they're formatted like this example, meaning many of the same items and information (ex. issuance of stock) are covered in the same way, they're probably GAAP. That said, it's not just a question of formatting, and this isn't financial advice. 

If you're still not sure, it's best to check with a CPA. 

Remember, if you want the ability to raise over $107,000, you must have your GAAP finances reviewed by an independent CPA.

Almost any privately-held United States-based company — C-Corps, LLCs, and PBCs. If you have questions on your eligibility, drop us a line at team@republic.co.

In addition to U.S. federal securities laws, individual states have their own securities laws, called “Blue Sky Laws,” that regulate the offering and selling of securities in their jurisdiction and implement safeguards for investors against securities fraud. 

Who is affected?

If your principal place of business is located in one of these states, and/or if residents of one of these states purchased 50% or greater of the aggregate amount of your offering, you may be subject to notice filing obligations.

See the updated list of states with the corresponding notice obligations here.

Where is my principal place of business?

A company’s principal place of business is the location where officers direct, control, and coordinate the company’s activities. This is typically the location where the primary functions and decision-making activities of the enterprise occur. The principal place of business is generally the location where the headquarters of a company is situated, but not always.  

Legal notice

Blue Sky laws vary by state and require issuers to register securities offerings and sales within the state, unless an exemption is available under the Securities Act of 1933. Title III of the Jumpstart Our Business Startups (JOBS) Act of 2012, also called Regulation Crowdfunding (Reg CF), provides an exemption. 

Title III of the JOBS Act preempts certain Regulation Crowdfunding (Reg CF) transactions from registration under state Blue Sky Laws. However, some states still require notice filings be made in order for the state to review the securities offering. A Reg CF notice filing usually comprises of: (1) a Form C filed with the SEC (you are doing this already); (2) a consent to service of process on Form U-2; and (3) the state filing fee, if applicable. This filing should be made to the state securities regulators, as indicated by each state’s statute.

This FAQ sheet does not constitute as legal advice, please consult with your legal counsel as to whether a state filing is necessary for your offering. This summary was last updated on July 8, 2019.

To mitigate this concern, Republic offers companies a custodial solution for companies to hold investors' securities "in street name" with our banking partner PrimeTrust. "In street name" means a bank or custodian holds an investment for the benefit of of a client or investor. In most cases, when you buy stock in a public company your investment or security will be held by a broker in street name through the broker's custodian. 

When held in custody, all Republic investors are considered one (1) holder of record so companies stay below the 12(g) threshold for public reporting with respect to their Republic raise.

Companies that did not use the custodial model during their campaign may be able to use its benefits at subsequent financing or other trigger events.