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can i do crowd funding for a fund (ie. crypto fund - but doesn't have to be) anywhere in north america legally? anywhere in the world?

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Jan 17, 2024

without minimum investment limits and the requirement for accredited investors?

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Generally speaking, no - but it's complicated. Every country has it's own securities regulations regime (which may also interact with other countries' regimes), and nearly every one imposes restrictions, exemptions, etc. on crowd funding...

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For Canada Domicile, there has been a lot of movement towards alberta (lower tax rates to start) - any thoughts on this differing from Ontario? (ie. some are newly dubbing alberta 'delware of the north' - true?)

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Nov 10, 2023

Here are a few articles to review that have popped up in the last month: 1) https://www.theglobeandmail.com/business/commentary/article-albertas-aim-to-be-delaware-north-deserves-more-attention-from-canadas/?rel=premium 2) https://www.canadianla...

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Ontario is an internationally recognized domicile. Alberta, BC and Quebec may make sense if all LPs and investments are from that region. Otherwise, Ontario is the recommended domicile because it's a hub. This means that there is a good ...

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Mike had said there are 5 legal entities in domiciling in Toronto, Canada - what are they and why 2 extra then normal?

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Nov 10, 2023

3 legal entitities of a venture capital firm venture capital firm typically consists of three legal entities:1. The Management Company (ManCo) - This is the enduring entity across all funds and is owned by the fund managers. It typically employs ...

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See the diagram below: [Canada Cornerstone Structure.png]

 -  Mike Suprovici
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Question: What is this 506(c) thing I keep hearing about? SEC Rule 506(c) covers General Solicitation - in essence publicly advertising that a Fund is raising money (via social media, public speaking, etc.).  This is in contrast to SEC...

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Decile Group strongly recommends not accepting any investors who are not accredited investors into a Fund, even if it is technically and legally possible (depending on the jurisdiction and the Fund's legal agreements). Such investors are...

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Delaware exemptions and reporting requirement for 3(c)(1) fund advisors

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Sep 19, 2023

I understand a 3(c)(1) Qualifying Venture Capital Fund with <$10M in assets and <250 beneficial owners is exempt from reporting and registering with the SEC. However, if the ManCo and GP/LP are all domiciled in Delaware, are there still state-leve...

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Generally speaking, a fund's domicile is not the same as the fund manager's (advisor's) place of business. It is very rare (I believe I have seen it once) for a fund manager to actually live/work in Delaware (thus potentially necessitati...

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General Partner Entity Background Information The General Partner Entity is governed by the Stewardship agreement. The agreement authorizes and issues two types of Shares: Class A and Class V. Class A Shares are issued to the Management...

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Fund Name Validation

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Jul 15, 2023

If there are already funds with names starting with the same first word, but ending in"fund" and "capital", and my fund name has the same first word but uses "Ventures" and the exact word combination is not registered as an entity in Delaware or a...

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Yes it is and you should change you name. Even if you could technically win a legal dispute, the effort and the cost would not justify it.

 -  Mike Suprovici
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As a Fund Manager, can I provide advice to my limited partners, venture partners, or others regarding taxes, legal matters, etc.?

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Jul 14, 2023

My limited partners, venture partners, or others who will be a part of my Fund have questions on legal, taxes, etc. What can I tell them? 

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As a general matter, a Fund Manager should strictly NOT provide any advice, especially with respect to legal or tax matters. These are highly regulated professions (specifics will vary by country) with specific rules about who, how, an...

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When investing in a startup, what should my Fund's signature block look like?

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Jul 12, 2023

I have already reached a first close on my fund and now want to invest into startups - how should I sign the investment documents on behalf of my Fund? 

Top answer:

It's generally important for a fund manager to sign investment agreements with the correct signature block - it's especially important for the signature block to reference the correct Fund name, as well as it's General Partner and Manage...