selling shares in a new corp.

[enforcer49]

What is the name of your state? Wisconsin
We have had people ask to buy shares in the corperation we have formed. But not sure of all the rules. Is there a good site for learning? We have the stock cert. and would love to take on some investors but don't want to break any laws.

 

[ALawyer]

There are many state and federal laws that apply to shares of "stock" and other securities. To learn some of what's involved start at https://law.freeadvice.com/financial_law/securities_law/

Essentially if you are selling stock you would be absolutely liable for any misstaements -- in writing or orally -- of a any material fact, and for omitting to make any statement that makes any statements you do make not misleading.

In addition, depending on the facts and circumstances, even if you made the most truthful disclosures possible, you'd often be required to file your proposded offering with the state's securities regulator (in every state you make an offering) and the SEC, unless you are careful and lucky enough to fall withing an exemption to the state and federal securities laws. The exemptions from the Federal laws for many people would be the "intra-state" exemption (which means you'd not be able to offer or sell shares to anyone from outside of your business' home state) and the private placement exemption (which means you'd be only able to offer and sell shares to a reasonably limited number of high net worth "qualified investors"). tHEN ALL YOU'D HAVE TO WORRY ABOUT IS THE STATE BLUE SKY LAWS.