I want to start my business beside small investors instead of a VC to retain control. What's the best means of access?
Answers: I would strongly suggest talking to an investment backer or corporate attorney to advise you on entity and traffic structuring. However, in my set experience, it is possible to make syndicated private placement offerings to small investors (as opposing accredited investors) underneath Reg. D. However, the number of non-accredited investors is limited. I believe the target is set to around 35 per entity
Back when I was involved within private placements, we only deal with approved investors to avoid liability issues. Courts tend to favor unsophisticated investors in the event of a subsequent endorsed dispute. With accrediteds, it's assumed that they have business skill, so they have a harder time arguing that they didn't think through what they were getting into. We never run into such legal issues, but we also structured our deal conservatively to avoid problems like that.
Anyway, I'm not sure that a Reg. D private placement is the best solution for your specific circumstances. That's why I think you should consult a professional counsellor before proceeding further.
Best of luck!
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