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Frequently Asked Questions


What is FlashFunders?
FlashFunders, an equity crowdfunding platform, connects global investors with companies raising capital, enabling everyone to own a piece of a company they believe in for as little as $50. FlashFunders' objective is to empower companies to convert their customers into shareholders and leverage investments from the crowd, international and accredited investors in a single fundraising round. With its deal execution and compliance procedures, FlashFunders and its affiliates support companies from regulatory form prep through post-fundraising with Sutter Shareholder Services, and aims to help entrepreneurs activate a passionate community of shareholders to advocate for their businesses through a streamlined process.

FlashFunders is comprised of entities specifically created with the purpose of assisting you to make your offering both successful and compliant. Sutter Securities Clearing, LLC, member FINRA/SIPC, is a registered broker dealer that facilitates Reg D & Reg A+ offerings and offering deposit accounts. FlashFunders Funding Portal, member FINRA, is a registered funding portal that facilitates Reg CF offerings. Sutter Shareholder Services, LLC is an SEC registered Transfer Agent that allows investor holdings to be recorded and transferred electronically. Sutter Securities Group, Inc. is a technology company focused making the online interaction between companies and investors intuitive and efficient. FlashFunders believes its unique combination of expertise, regulatory registrations and technological know-how empowers it to offer tools that connect companies and investors in entirely new ways.

*Sutter Securities Group, Inc. does not actually participate in securities offerings or activities.
How can I raise capital on FlashFunders?
When considering companies to list on our platform, we are highly selective in our approval process. Most companies on our platform are looking to raise between $500,000 and $2 million, but that can vary widely. While we welcome companies from all sectors, we focus on listing companies that have exhibited some success in their respective fields. A few qualities we search for in our assesment are:

- strong following/customer base
- viable product or prototype
- solid business plan & strategy

To be considered, please fill out an application for an offering. We review each submission but can only respond to the ones we think will be successful on our platform. The more information you can provide for us to evaluate the better!
Whom can I raise money from?
Any individual over the age of 18 in the continental U.S. may invest within certain investment limits on FlashFunders, as well as accredited investors who can prove accreditation, and international investors. Reg CF Investors will conduct transactions through FlashFunders Funding Portal and Reg D & Reg A+ investors will conduct transactions through Sutter Securities Clearing, LLC.
What are the requirements to raise capital on FlashFunders?
Your company must be for-profit with a Tax ID number (EIN). You must be over 18, a U.S. resident with a Social Security number, a U.S. address, bank account and ID, and NOT a bad actor or criminal.


How much money can I raise on FlashFunders?
Companies can raise any amount on FlashFunders from accredited investors, who are individuals making over $200,000 per year ($300,000 joint with spouse or spousal equivalent), or have a net worth over $1 million (excluding primary residence).

Companies can raise up to $5,000,000 from the general public in a 12-month period, through a Reg CF round. Only capital raised from Reg CF investors counts towards the limit. Companies may raise more from accredited investors beyond this limit in the 12-month period. Companies may also raise up to $75 million from the general public in a 12-month period through a Reg A+ offering.

These limits also apply if you are connected to another entity that shares some form of control with your company (such as a parent company). For example, if your company is controlled by another company by contract or by stock ownership, any money raised by the owning company through Reg CF or Reg A+ counts towards the respective limit, and vice-versa if you have control or common control of another entity.
What is the difference between my target and my maximum offering?
When you raise capital on FlashFunders, you will set your target offering amount and your maximum offering amount, which can be no higher than $5,000,000 from Reg CF investors or $75 million from Reg A+ investors. You must reach your target offering amount to successfully close your round and receive your investments.
Can I accept more than my target offering amount?
Yes, any funding over the target offering amount is called an oversubscription. You can accept oversubscriptions, but you may not accept any funding over your maximum offering amount.

You are required to disclose how much you are willing to accept in oversubscriptions, how you would allocate the oversubscriptions, and the intended purpose of those additional funds.
How does taking crowd investments affect SEC shareholder limits?
Since Sutter Shareholders Services, LLC is a registered transfer agent, investments made by Reg CF investors will not count toward the SEC investor threshold rules that require an issuer to register its securities with the SEC under Section 12(g) of the Exchange Act. A company must be current in its annual reporting obligations, and have less than $25 million in assets.
What are the rules for promoting my offering?
When your company raises capital on FlashFunders, you must follow FINRA and the SEC's (depending on the offering type) guidelines for how you can market your offering on external channels, such as on social media and in cold outreach emails. Please be aware that FINRA and the SEC have rules about how you may communicate.

For companies using Reg CF, until the SEC accepts your Form C filing, you may not communicate any information about your offering. The SEC prohibits any "pre-shopping" or communication about your offering, before a Form C acceptance. You may, however, go about your normal course of business.

Once the SEC accepts your Form C filing, any information you publish, and all of your publicity, will generally be considered an "offer."

FlashFunders encourages all issuers to review FINRA Rule 2210 and SEC Rule 204 of Regulation Crowdfunding prior to initiating an offering to ensure understanding of what they can and cannot say or do.
What is the best way to market my offering?
Raising capital is a full time job, and it's just as much about building trust with your potential investors as it is about your business model. Your message should aim to explain your company as clearly as possible.

FlashFunders requires companies to have an articulated promotional strategy for the duration of their fundraising rounds. We recommend that you work with one of our crowdfunding agency partners who have a proven track record helping companies prepare and execute successful crowdfunding campaigns, but also come to us with questions about meeting regulatory standards.
What investment documents can I use on FlashFunders?
Companies fundraising on FlashFunders set their own investment terms. You can choose to either use one of our templates below or bring your own documents. Our templates include: Flash CF Preferred Stock, FlashSeed Preferred Stock & SAFE.

Flash CF Preferred Stock (Reg CF) -- Term Sheet
FlashSeed Preferred Stock -- Term Sheet
FlashSeed Convertible Promissory Note -- Term Sheet
SAFE (Simple Agreement for Future Equity) -- Term Sheet

Companies preparing their own investment documents have used securities such as Revenue Participation Notes and Common Stock. These documents should be drafted by the company's own law firm.

Close and Post Offering

When do I receive my funds?
Once you've hit your target offering amount in an offering, you can choose to close your round, but be aware that once you close your round, you cannot open it again. In a Reg CF offering, you must also wait 21 days after your Form C is approved by the SEC before you are eligible to close your round. We will release your funds from the offering deposit and/or escrow account to your company's bank account once all these conditions are met.
What is Sutter Shareholder Services?
Sutter Shareholder Services is an SEC-registered transfer agent. A transfer agent is an entity that manages communication with shareholders and maintains records of who owns a company's stock.
Why should I engage a transfer agent?
Sutter Shareholder Services makes managing investors easy and convenient.

Reg CF investors hold their shares in book-entry format through Sutter Shareholders Services and do not count toward the threshold that requires an issuer to register its securities with the SEC under Section 12(g) of the Exchange Act. A company must be also current in its annual reporting obligation, and have less than $25 million in assets.

We maintain accurate shareholder records and manage investor relations and record keeping through proxy and mailing services.