Offering Exemptions for Private Company Capital Raising

This information is provided for general informational purposes only and should not be relied upon as legal interpretations by the Office, shall not supersede any part of the Florida Statutes or Florida Administrative Code, and does not constitute legal or financial advice. The Office does not endorse any third-party or guarantee the accuracy of any third-party information linked to or referenced herein.

Private companies looking to raise capital must utilize an exemption from registration set forth by state and federal securities regulations. Legal counsel can help determine an appropriate offering exemption and assist with regulatory compliance. There are multiple exemptions available, each with various limitations. Below is a brief overview:

    • Companies can raise an unlimited amount of capital.
    • Investors must be accredited.
    • Companies must have a pre-existing or substantive relationship with investors. 
    • The issuer must offer restricted securities that limit resale.
    • Companies can raise an unlimited amount of capital.
    • Investors must be accredited.
    • Companies can broadly solicit qualifying investors.
    • The issuer must offer restricted securities that limit resale.
    • Companies can raise up to $10 million within a 12-month period.
    • Companies must have a pre-existing or substantive relationship with investors.
    • General solicitation is prohibited.
    • The issuer must offer restricted securities that limit resale.
    • Eligible companies can raise up to $5 million during a 12-month period. 
    • The offering must be conducted through a registered online funding intermediary.
    • Investors can be accredited or unaccredited.
      • Unaccredited investors can invest up to $10,000 during a 12-month period.
    • General solicitation is allowed through a registered funding portal but is limited otherwise.
    • Securities offered are unrestricted and may be resold after a 12-month waiting period.
    • Tier 1 – Eligible companies can raise up to $20 million in a 12-month period.
    • Tier 2 - Eligible companies can raise up to $75 million in a 12-month period. 
    • The compliance process is similar but less extensive than a registered offering.
    • Securities offered are unrestricted and may be resold within the parameters of available trading exemptions.