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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. An Offering Memorandum, also called a Private Placement Memorandum, 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.


What is an Offering Memorandum?


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.


What is the difference between a Prospectus and an Offering Memorandum?


An offering memorandum is intended to secure investments from private investors. It will describe the terms and conditions upon which you are offering interests in your business. A prospectus is primarily used for issuances of publicly-traded securities.


What does an Offering Memorandum do?


The Offering Memorandum, or Private Placement Memorandum, 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.


How do you make an Offering Memorandum?


Making an Offering Memorandum online is simple. Rocket Lawyer will build an Offering Memorandum for you once you've answered some questions. Consider these questions beforehand to make the process speedier:

  • What is the maximum number of shares of common stock being offered by the company?
  • What is the purchase price of each share?
  • What is the minimum and maximum number of shares an individual investor can purchase?
  • When does the offering terminate?

You can skip questions if you don't have all of the answers yet, Just save your document and finish it later.

Securities law can be complex. Consult an attorney before creating an Offering Memorandum.


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Sample Offering Memorandum

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