Below is a comprehensive checklist of the documents and information required to file Form C with the SEC. This is organized by category to help you streamline the collection process.

​📋 Form C Preparation Checklist

​1. Basic Corporate Information

  • ​[ ] Legal Entity Details: Full legal name, legal status (LLC, Corp, etc.), state of incorporation, and date of organization.
  • ​[ ] Physical Address: Primary place of business.
  • ​[ ] Website URL: The SEC requires an active company website where the offering materials can be accessed.
  • ​[ ] Employee Count: The current number of employees at the time of filing.

​2. Personnel & Ownership (20% Rule)

  • ​[ ] Directors & Officers: Names and a three-year employment history for each.
  • ​[ ] 20% Beneficial Owners: List of any person or entity that owns 20% or more of the issuer’s outstanding voting equity securities (calculated on the basis of voting power).
  • ​[ ] Related Party Transactions: Records of any transaction in the last fiscal year (or currently proposed) involving a related party that exceeds 5% of the target raise amount.

​3. Financial Statements (US GAAP)

​The level of detail depends on your total fundraising goal in a rolling 12-month period:

  • ​[ ] If raising <$124,000: Financials certified by the Principal Executive Officer (CEO) and copies of federal income tax returns.
  • ​[ ] If raising $124,000 – $618,000: Financial statements reviewed by an independent public accountant.
  • ​[ ] If raising >$618,000: * First-time Reg CF issuers: Reviewed financials may be sufficient.
    • ​Repeat Reg CF issuers: Audited financial statements are required.
  • ​[ ] Management’s Discussion and Analysis (MD&A): A narrative discussion of your financial condition, liquidity, and results of operations.

​4. Offering Details & Terms

  • ​[ ] Target Offering Amount: The minimum amount you must raise to close.
  • ​[ ] Offering Deadline: The date by which the target must be met.
  • ​[ ] Price/Pricing Method: The price per share or the method for determining it.
  • ​[ ] Use of Proceeds: A detailed breakdown of how the capital will be spent (e.g., 40% R&D, 30% Marketing, etc.).
  • ​[ ] Intermediary Information: Name and CRD number of the Funding Portal or Broker-Dealer you are using, including the compensation they are receiving.

​5. Strategy & Risk

  • ​[ ] Business Description: A thorough business plan or summary of operations.
  • ​[ ] Risk Factors: A curated list of risks specific to your business and industry (avoid using only “generic” boilerplate risks).
  • ​[ ] Material Indebtedness: Details of any existing loans, credit lines, or significant debt obligations.

​6. Required Exhibits

  • ​[ ] Subscription Agreement: The legal contract investors sign to buy the stock.
  • ​[ ] Pitch Deck / Video Script: Any promotional materials used on the funding portal must be filed as part of Form C.
  • ​[ ] “Testing the Waters” Materials: If you communicated with potential investors before filing (to gauge interest), those materials must be attached.

​Critical Next Step

​I can draft a “Use of Proceeds” table or a “Risk Factors” section tailored to your specific industry to give you a head start on the narrative portions.

​Would you like me to focus on one of those, or perhaps help you draft the MD&A narrative?

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