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Offering Memorandum basics

If you own a private company and need to raise money to expand, you'll need to create an Offering Memorandum to attract private investors. Also known as a Private Placement Memorandum, this document will include details about the state of your business. If you're a private investor, an Offering Memorandum will help you to know what your are getting into.

Use the Offering Memorandum document if:

  • Your company intends to secure investments from private investors and you want to describe the terms and conditions upon which you are offering interests in your business.

An Offering Memorandum is used when a company is offering the sale of securities - stocks, bonds, notes, etc - that are unregistered with the SEC. The Memorandum informs potential investors about the offering and about the potential risks of purchasing the securities, and should be as detailed as possible on the current state of the business. It gives prospective investors the parameters of the offering, such as the number of shares being sold, the purchase price, and any caps or minimum number of shares an investor can buy. Most importantly, an Offering Memorandum includes in-depth information about the company, its current financial situation, any current and future projects, and potential uses for the new capital to be generated by the offering. It can also protect the company offering the securities from liability, acting as proof that the investor was fully informed. Securities law can be complex. Consult an attorney before creating an Offering Memorandum.

Other names for this document: Private Offering Memorandum, Private Placement Memorandum

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Sample Offering Memorandum

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