Revision Legal’s Michigan-based crowdfunding lawyers have represented some of the largest crowdfunding platform providers and industry associations in the crowdfunding industry. Our Michigan crowdfunding lawyers have helped crowdfunding platforms and industry professionals by providing the following services:
Our attorneys are experts in crowdfunding law and are at the forefront of the industry. If you are a crowdfunding platform or professional that needs legal representation in Michigan, contact our Michigan crowdfunding lawyers today.
Crowdfunding has evolved from a niche funding mechanism into a mainstream tool for startups, nonprofits, artists, and established businesses. The legal environment governing crowdfunding is complex, drawing from federal securities law, state securities law, platform contract law, consumer protection regulations, and intellectual property. Michigan crowdfunding lawyers must navigate all of these layers to effectively advise platforms and participants.
There are three primary categories of crowdfunding, each with distinct legal requirements:
Regulation Crowdfunding, codified at 17 C.F.R. Part 227, allows eligible companies to raise up to $5 million in any 12-month period from non-accredited investors through SEC-registered funding portals. The SEC significantly updated Reg CF in 2021 through its “Facilitating Capital Formation” rulemaking, raising the offering limit from $1.07 million and expanding other parameters. Companies using Reg CF must file offering disclosures with the SEC on Form C, provide ongoing annual reports, and comply with advertising restrictions. Platforms operating as funding portals under Reg CF must register with both the SEC and FINRA.
Compliance with Reg CF requires sophisticated legal counsel. The disclosure requirements, ongoing reporting obligations, investor limits, and funding portal registration requirements create a complex regulatory web that platforms and issuers must navigate carefully. Violations of Reg CF can result in SEC enforcement actions and significant penalties.
Michigan was among the first states to enact an intrastate crowdfunding exemption, doing so through Public Act 264 of 2013. This law permits Michigan businesses to raise capital from Michigan investors through registered Michigan platforms without the full burden of federal securities registration. Under this exemption, businesses can raise up to $1 million in any 12-month period (or $2 million if audited financial statements are available), and non-accredited investors are limited to purchasing $10,000 in securities per offering.
The intrastate exemption has specific requirements: the issuing business must be organized under Michigan law and authorized to do business in Michigan, the offering must be conducted through a registered Michigan platform, and the issuer must file certain disclosures with the Michigan Department of Licensing and Regulatory Affairs (LARA). Our Michigan crowdfunding lawyers have deep familiarity with this exemption and can guide platforms and issuers through the compliance requirements.
Every crowdfunding platform needs a comprehensive set of legal agreements, including terms of service for campaign creators, terms of use for investors or backers, privacy policies, and platform listing agreements. These documents define the platform’s legal relationship with its users, allocate risk, establish dispute resolution procedures, and protect the platform’s intellectual property. For equity crowdfunding platforms, these agreements must also address the specific legal obligations that arise from facilitating securities transactions.
Our Michigan crowdfunding lawyers draft and review platform agreements tailored to the specific business model of each client. We understand the regulatory requirements applicable to each type of crowdfunding platform and ensure that legal documents reflect those requirements accurately.
Contact Revision Legal’s Michigan crowdfunding lawyers today for a consultation. Whether you are launching a new platform, raising capital through an existing platform, or dealing with a crowdfunding-related legal dispute, we have the expertise to help.
Operating a crowdfunding platform exposes the operator to a range of legal issues that general business counsel is not equipped to handle. From SEC inquiries to FINRA examinations to intellectual property disputes with project creators, crowdfunding platform operators face a legal environment that requires specialized experience. Our Michigan crowdfunding lawyers have worked with platform operators at every stage of their development, from initial launch and regulatory compliance through ongoing operations and dispute resolution.
Common legal issues that arise for crowdfunding platform operators include: challenges to the platform’s funding model as an unregistered securities offering; disputes with project creators over platform fees, project termination, or fund distribution; consumer protection claims from backers who did not receive promised rewards; intellectual property disputes involving project creator content; and regulatory investigations by state securities regulators or the SEC. Each of these issues requires a legal team that understands both the crowdfunding industry and the applicable legal framework.
In addition to federal securities law, Michigan’s Uniform Securities Act, MCL § 451.2101 et seq., governs the offer and sale of securities within the state. Crowdfunding platforms that facilitate equity offerings in Michigan must comply with both federal and state securities law requirements. Michigan’s intrastate crowdfunding exemption under Public Act 264 of 2013 provides a state-law exemption from registration for qualifying offerings, but platforms must still satisfy the procedural requirements of the exemption, including registration with LARA, compliance with offering limits, and ongoing reporting obligations.
Our crowdfunding lawyers navigate the intersection of federal and Michigan state securities law to ensure that platforms and issuers comply with all applicable requirements. We also advise on the availability of other securities exemptions—including Regulation D offerings to accredited investors—that may be appropriate alternatives to Reg CF or the Michigan intrastate exemption for some clients. Contact us today to discuss your specific crowdfunding legal needs.
A crowdfunding platform’s brand and technology are valuable assets that deserve intellectual property protection. The platform’s name and logo should be registered as federal trademarks to establish nationwide rights and prevent competitors from using confusingly similar brands. The platform’s software, algorithms, and proprietary technology may be protectable through trade secret law and, in some cases, software patents. The platform’s website content, user interface design, and marketing materials are protected by copyright from creation but should be registered with the U.S. Copyright Office to enable infringement litigation and access to enhanced remedies.
Our Michigan crowdfunding lawyers work closely with our trademark, copyright, and trade secret attorneys to provide comprehensive intellectual property protection for crowdfunding platforms. Whether you are launching a new platform and need to establish an IP protection program from the ground up, or you are an established platform seeking to enforce your rights against a competitor, we have the expertise to help. Contact us today.
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Crowdfunding portals collect sensitive user data that requires a comprehensive privacy policy. Here’s what privacy policies for crowdfunding platforms must cover under applicable law.
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Crowdfunding portals need terms of use agreements that address investor rights, campaign rules, and liability limitations. Here’s what to include in crowdfunding platform terms.
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