Matters we handle
- Private placements to friends, family, and angel investors
- SAFEs, convertible notes, and priced equity rounds
- Subscription agreements and investor questionnaires
- Operating agreement and shareholder agreement amendments for new investors
- Investor rights: information, voting, preemptive, and transfer provisions
- Due diligence for investors
- Fund formation and co-investment structures
- Disputes between companies and investors
Florida law at a glance
- Most private offerings rely on an exemption from securities registration, such as Regulation D under federal law. Florida’s securities law is Chapter 517, Florida Statutes.
- Under Rule 506(b), an issuer may sell to an unlimited number of accredited investors and up to 35 non-accredited investors who meet a sophistication standard, but may not use general solicitation. Rule 506(c) allows general solicitation only if every purchaser is accredited and the issuer takes reasonable steps to verify that status.
- A Form D notice is filed with the SEC within 15 days after the first sale in a Regulation D offering.
- Offering documents and investor communications must not contain untrue statements or omissions of material fact. Violations can create liability under federal securities law and Chapter 517, Florida Statutes.
General information about Florida law, not legal advice about your situation. Deadlines and requirements depend on the facts and the documents involved.
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