What do you give up when you take investor money instead of a loan?
Summary
Investor money costs you a slice of ownership for as long as the company exists, and with venture investors a say in how it is run. A loan costs you future cash, and once the principal and interest are paid the business is entirely yours again. Equity also brings a cost a loan never does: selling shares is a securities offering, so federal rules decide who may buy, how much you can raise, and what you must file.
Control is the real price
SBA's funding guide sorts the options by how much control the owner keeps. Self-funding keeps all of it, along with all of the risk. A small business loan is SBA's suggestion for an owner who wants to keep complete control but lacks the cash.
Venture capital sits at the far end. SBA describes it as capital invested in exchange for an ownership share and an active role in the company, and notes that almost all venture capitalists will, at a minimum, want a seat on the board of directors. That seat does not expire the way a loan does. A lender's interest in the business ends with the last payment; an investor's share is still there in the year the company turns profitable, and it is the investor, not the lender, who takes part of that gain.
Debt has a second price of its own when the lender asks for collateral or a personal guarantee. What a guarantee puts at risk is covered on the personal guarantee page.
Two different things called crowdfunding
In SBA's description, crowdfunders don't generally get ownership or expect a financial return. They expect a gift, often the product itself or a perk like meeting the owner, and if the plan fails the owner is typically under no obligation to repay them. Nothing is given up here beyond the perks promised.
Equity crowdfunding under the SEC's Regulation Crowdfunding is a sale of securities, and the owner gives up both shares and privacy:
- A company can raise up to $5 million in a 12-month period.
- The offering runs online through a single platform operated by an SEC- and FINRA-registered broker-dealer or funding portal.
- The company files Form C on EDGAR, with financial statements that are certified, reviewed, or audited depending on the amount raised.
- An annual report on Form C-AR is due within 120 days after fiscal year-end.
- Buyers generally can't resell the securities for one year.
Investors are capped too. A non-accredited individual whose annual income or net worth is under $124,000 can put in the greater of $2,500 or 5% of the larger of the two across all crowdfunding offerings in 12 months. A company that needs a few large checks rather than many small ones runs into that cap quickly, which is one reason angel and fund rounds are usually done under Regulation D instead.
Private rounds under Rule 506
Most angel and fund rounds rely on one of two versions of Rule 506 under Regulation D. The choice decides whether you can talk about the raise in public and who is allowed to buy.
Rule 506(b) bans general solicitation and advertising. The company can raise an unlimited amount, sell to any number of accredited investors, and add no more than 35 non-accredited investors in any 90-day period, each of whom must have enough knowledge and experience in financial and business matters.
Rule 506(c) lets the company advertise the offering, but every buyer must be accredited and the company must take reasonable steps to verify that status.
An individual qualifies as accredited with a net worth over $1 million, not counting the primary residence, or with income over $200,000 ($300,000 with a spouse or partner) in each of the prior two years and the same expected this year. Holders of Series 7, 65, or 82 licenses and the issuing company's own directors and executive officers also qualify. Either version of Rule 506 needs a Form D notice filed within 15 days after the first sale, and the SEC charges no filing fee.
Where debt and equity meet
More than 300 Small Business Investment Companies hold SBA licenses, and they invest in small businesses through debt, equity, or both. SBA doesn't invest directly. SBICs put their private funds together with SBA-guaranteed funding, and they typically target mature, profitable businesses with enough cash flow to pay interest, so an SBIC loan is a route to outside capital for an owner who does not want to sell a stake, but only once the business can already carry debt. Deal sizes and how these funds pick companies are covered in the venture capital article.
Sources
- https://legacy.sba.gov/business-guide/plan-your-business/fund-your-business
- https://www.sba.gov/loans/additional-funding-opportunities/investment-capital/
- https://www.sec.gov/resources-small-businesses/exempt-offerings/regulation-crowdfunding
- https://www.sec.gov/resources-small-businesses/small-business-compliance-guides/regulation-crowdfunding-guidance-issuers
- https://www.sec.gov/resources-small-businesses/exempt-offerings
- https://www.sec.gov/resources-small-businesses/exempt-offerings/private-placements-rule-506b
- https://www.sec.gov/resources-small-businesses/exempt-offerings/general-solicitation-rule-506c
- https://www.sec.gov/resources-small-businesses/capital-raising-building-blocks/accredited-investors
Related on this site
- What does a venture capital investor actually get in exchange for the money?
- Can a business with no track record get a loan?
- How much will a lender actually let my business borrow?
- Which kind of business financing fits the thing I actually need to pay for?
- What a personal guarantee actually does
- Cost tool