Question

Do I need to register with the Security and Exchange Commission?

I'm trying to figure out if I need to register with the SEC... I'm putting together a feature film that will cost 2 million dollars, so I obviously need to be funded by investors. My company will be a LLC that will NOT trade in the public markets. But the way I understand it, I still need to register with the SEC... unless I'm misunderstanding all this? If I do need to register, what is the cost registration?

6 years ago - 1 answers

Best Answer

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You need to talk to a lawyer. If you were raising, say, two hundred or two thousand dollars, I'd say don't worry about it. But if you are raising two million, you'd be nuts not to get advice and other help specific to your situation from an expert.

In general, depending on the number of investors, how you solicited them, who they are, and some other factors, you may:
- Not need to do anything with the SEC, but just collect some forms from the investors (not very expensive).
- File as a private placement with the SEC (somewhat more expensive).
- Actually register the securities you're issuing with the SEC (potentially quite expensive, time consuming and burdensome going forward).

Two million isn't an enormous amount of money. You should, depending on your connections, etc., be able to go the first route.

The downside of doing things the "wrong" way is potentially steep. Among other things, if you do an unregistered public offering, your investors may be entitled to recission, i.e to return of whatever they invested, even if the film made no money. Since films are inherently speculative, that could leave you in a pretty nasty situation.

6 years ago