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How to work with Broker Dealers on Your Reg A+, and how to handle the Problem States

Some US States don't allow companies without a Broker Dealer involved with their Reg A+ to raise capital.  Which are they and what are my options?

The so-called "Problem States" are these: Texas, Florida, Washington, New Jersey, Nevada, Arizona, North Dakota, Nebraska, and New York.

As a group they account for ~16% of the US online active investing market with Texas (6%) and Florida (4%) in the numbers one and two positions. Of course, all investors from outside the USA are allowed to invest even when you do not have a Broker Dealer. We will introduce you to an experienced broker dealer that will get you access to investors from these States for a fee of 1% - it took us years to find a good broker-dealer that offers such a competitive rate.

Using a Broker Dealer in a Regulation A+ offering is optional. If you use a national FINRA approved Broker Dealer, then you are automatically allowed to raise capital from all US States. Manhattan Street Capital works with specific broker-dealers that provide very cost effective 1% fee arrangements in which they will provide the benefits of State exemptions for the problem states, without needing to file with each of the Problem States for permission to solicit from their residents. 

It is possible to work with a securities attorney and file for your company in all or some of the "problem states" - but this journey takes time and effort. When started early in the Reg A+ process, this can result in the most cost-effective solution with no broker dealer fees. 

A special note to Florida-based companies. Our securities attorneys have advised (as of Summer 2019) that Florida now requires companies that are based in the state to file and receive FL state permission to conduct a Reg A+ to investors that reside in any US state. So for Florida based companies getting through Florida acceptance of getting broker dealer is a bigger concern than for companies in other states.


Related content:

Which Broker-Dealer does Manhattan Street Capital work with?