I would like to raise $300,000 to make a feature film. I've formed an LLC in California. But right now it is just a single member LLC. What I want to do is offer to two (2) ACTIVE Investors and maybe ten to twenty (10-20) PASSIVE Investors. Most likely all investors will reside in CA and we will not be using crowdfunding sites at all.
I realize that Reg D is tricky, and my question is how much should I expect to pay in legal fees/filing fees to create the OP Agreements, Offering Memos, and disclosures for my Passive Investors so I am not breaking the law?
Let's also say that I am only going to hit up people who have income of 300K or people with 1M or more net worth and no widows, etc...
No implied criticism intended but $300K for a feature film? As estimate of legal fees alone will be $20,000 or more, depending on the location and experience of the attorney (e.g. San Francisco securities attorney versus Sebastapol general business attorney.)
You seem to be seeking two classes of equity owners and this only complicates matters.
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There are a number of issues that you have raised here that indicate you'll need to talk to a securities lawyer ASAP. What entity type is appropriate for your venture, how you will be separating your investors (active vs. passive), and what kind of security do you anticipate offering (membership units / stock / LP units) are just a few that jump out based on your question.
The legal costs associated with this will vary depending on the level of complexity but based on your description you should be prepared to set aside a fair amount of money for the legal and accounting associated with this raise. You should talk to a securities lawyer who can advise on the above issues and give you a ballpark on total cost based on your answers.
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God Bless Sebastopol! I ahve seen many great ideas come out of Sebastopol. As you might imagine with such a venture, there is more to the process than just the funding...so, I would recommend that you contact a few attorneys and engage a business development attorney to have that initial free consultation to see the best way to progress with this project.
Lease Agreements, Commercial Transactions, Buy-Sell Agreements, Contracts, Shareholder Agreements,
Negotiation, Business Models, Business Plans, Marketing Plans, Mediation & Arbitration of Disputes,
Corporations, Limited Liability Companies, Partnerships, Start-Ups, Mergers & Acquisitions
It sounds like you know just enough about this area of the law to get yourself into serious trouble because you may think you know what you're doing & that can be a dangerous thing. Even attorneys who aren't familiar with film financing and securities law avoid handling this type of work because it is very complicated & time intensive. Find a good entertainment finance attorney with a solid track record in this area - not just a general business or banking attorney. If you stay away from the big firms, you should be charged fairly. Keep in mind that to a certain degree you get what you pay for. You don't want to select an attorney just based on price because the "bargain basement" attorney is probably cutting corners & working from someone else's form. If they don't create something based specifically on your film, then they aren't doing it right. The unfortunate dilemma is that the legal work is pretty much the same whether you are trying to raise $300,000 or $3 million. It isn't affected by your budget as much as it is by the number of investors, their geographic diversity, and their status as "accredited investors." But from your inquiry, it sounds like you may know this already. Expect to pay somewhere between $10,000 & $30,000 in legal fees depending on the complexity of your situation. Good luck.
Please note that this answer should not be considered "legal advice" and no attorney-client relationship is formed by answering this question. You should hire an attorney licensed in your state and familiar with the relevant areas of the law to conduct an analysis of your situation and provide you with fully informed legal advice. This answer is posted for general purposes only.