Securities and Capital Raising: Structuring Investments and Staying Compliant

Congruence Law, P.C. Guides Founders and Investors Through the Complexities of Fundraising Law

Raising capital is essential for growth — but it comes with legal strings. Whether you’re issuing equity to early investors or raising a formal round of financing, securities laws apply. Failing to comply can expose your company (and you personally) to serious penalties, rescission demands, and long-term reputational risk.

At Congruence Law, P.C., we help startups and small businesses raise money legally and strategically, guiding you through federal and state securities compliance and investor negotiations.

What Constitutes a “Security”?

A security isn’t just a stock certificate. Under federal law, it can include:

• Common or preferred stock

• Membership units in an LLC

• Convertible notes or SAFEs

• Options or warrants

• Revenue-sharing interests

• Certain crowdfunding or token-based offerings

If you’re raising money from anyone outside your founding team — especially in exchange for future profits or equity — securities law likely applies.

What We Do at Congruence Law, P.C.

We counsel businesses and investors at every stage of private capital raising:

• Structuring equity or convertible instruments (stock, notes, SAFEs, etc.)

• Preparing and negotiating term sheets with clarity and balance

• Drafting offering materials (PPMs, subscription agreements, cap tables)

• Filing federal Form D and Blue Sky state notices under Rule 506 of Regulation D

• Advising on accredited investor verification and compliance

• Navigating crowdfunding and Reg CF offerings

• Helping founders avoid unlawful solicitations or unregistered offerings

• Coordinating with accountants and fund administrators

We help you focus on growth — while keeping investors, regulators, and future acquirers satisfied.

Pitfalls to Avoid

• Raising funds informally without understanding securities laws

• Issuing stock or notes without investor agreements

• Taking money from non-accredited investors without meeting exemption rules

• Promising returns or guarantees that violate anti-fraud provisions

• Failing to update your cap table or corporate records

• Overlooking Blue Sky laws in states where investors live

Just because your deal is “private” doesn’t mean it’s exempt. Securities laws apply broadly — and violations are serious.

Why Choose Congruence Law, P.C.

We bring legal clarity to the high-stakes world of capital raising. Our clients include tech startups, professional practices, real estate syndicators, and founders building long-term value. We help you raise funds the right way — with confidence, transparency, and compliance. Contact us:

business@congruencelaw.com or at 202-630-8141

Raising capital shouldn’t raise legal risk. Let us help you build your future on a lawful foundation.