united-states corporate-law sec securities charity
Can a company take donations in lieu of investments and avoid SEC regulation?
<p>Can a company issue "shares" that have no right to equity based on donations?</p>

<p>This might sound like a weird question but the application is using the ethereum blockchain to create Tokens which would be given to people who donate to the company and would not be traditional shares as there would be no right to dividends or equity.</p>

<p>If the "donations" give someone "tokens" that could ultimately give someone a right to share in profits at some point in the future, then the "tokens" are a security and the request for investments must be made pursuant to a 1933 Securities Act registration as a public offering unless it comes within an exception, the most notable of which is the exception for offerings under $1,000,000 in the aggregate raised.</p>

<p>Pretty much any investment that can be the basis for a potential return based upon the amount invested is a "security" for purposes of state and federal securities laws.</p>

<p>Cooperatives are distinguished from investor owned businesses because any return is based upon the volume of business done with the cooperative, not upon an amount invested in a cooperative. Distributions from cooperatives are basically price adjustments.</p>

<p>If the "tokens" gave only a right to vote and not a right to any economic benefit, it could be a charitable solicitation which is not subject to SEC regulation. Typically, to qualify as a charity, it would have to have provisions in its charter specifying that any unused funds upon termination would go to some other charity and would not be returned to any private person associated with the entity.</p>
