Business Law

Ask a Business Lawyer. Get Business Law Questions Answered ASAP.

Ask a Lawyer,
Get an Answer ASAP!

Business Law

Since late 2005, I had been working on developing a website

Customer Question
which would offer a unique...
Since late 2005, I had been working on developing a website which would offer a unique service to doctors, attorneys and other professionals. Going it alone was proving to be very expensive. Therefore, I decided to raise funds from the high net-worth people I knew. I had lawyer on the east coast draw up a PPM and a Subscription Agreement. I gave the PPM to prospective investors. About 15 of them chose to invest a total of about $1.2 million. The project turned out to be a lot more complex than I had envisioned. The funds ran out. The product is now beginning to sell. However, the investors are not inclined towards investing anymore. I believe that the product could take off if only I had the funds to market it. To keep the operations going, the website requires certain minimum expenditure. For the last 8 months, I have been funding the development, enhancement and limited marketing from my own pocket (about $150,000).

I neglected to file the subscription agreement (drafted under Reg D 504) in 2007 with the state of California. Soon after the fund raising, I worked almost 80 hours a week to build the project with the help of developers. I never took the time to file this investment with the state. From my readings, I am now finding out that it could result into serious consequences.

Question: Can I file with the state now? Would the state beat me up? What type of attorney should I be looking for?
Submitted: 6 years ago.Category: Business Law
Show More
Show Less
Ask Your Own Business Law Question
Answered in 3 hours by:
9/3/2011
Business Lawyer: socrateaser, Attorney replied 6 years ago
socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 39,346
Experience: Retired (mostly)
Verified
Failure to file the Notice, or to file same within the required time limits, does not affect availability of the exemption. The only consequence of failure to file is a fee penalty (based upon your fact: ~$2,500).

However, willful failure to file Notice is a felony. So, now that you know, you can't avoid filing, or you could be prosecuted criminally for ignoring the state securities laws.

Hope this helps.

NOTICE: My goal here is to educate others about the law. I am always available to answer your follow-up questions after you click Accept – however, if you do not click Accept, the website gets paid, and I receive nothing. This is true, even if you are on a subscription plan. So please click Accept, so that I will be able to continue to provide this service for others in the future.


And, if you need to contact me again, please put my user id on the title line of your question (“To Socrateaser”), and the system will send me an alert. Thanks!

socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 39,346
Experience: Retired (mostly)
Verified
socrateaser and 87 other Business Law Specialists are ready to help you
Ask your own question now
Ask socrateaser Your Own Question
socrateaser
socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 39,346
39,346 Satisfied Customers
Experience: Retired (mostly)

socrateaser is online now

A new question is answered every 9 seconds

How JustAnswer works:

  • Ask an ExpertExperts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional AnswerVia email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • 100% Satisfaction GuaranteeRate the answer you receive.

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises!

Gary B.Edmond, OK

My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer.

EricRedwood City, CA

I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight.

MichaelWichita, KS

PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent.

Three H.Houston, TX

Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!!

ElaineAtlanta, GA

It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem.

TonyApopka, FL

Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help.

Mary C.Freshfield, Liverpool, UK

< Previous | Next >

Meet the Experts:

Infolawyer

Infolawyer

Attorney

1,793 satisfied customers

Experienced lawyer

Dimitry K., Esq.

Dimitry K., Esq.

Attorney

1,611 satisfied customers

Run my own successful business/contract law practice.

MShore Law

MShore Law

Attorney

1,233 satisfied customers

Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements

RGMacEsq

RGMacEsq

Attorney

742 satisfied customers

Licensed Texas General Practice Attorney

Barrister

Barrister

Attorney

640 satisfied customers

17 years practicing attorney, JD, BA, MBA

Ely

Ely

Attorney

564 satisfied customers

Counselor at Law.

J.Hazelbaker

J.Hazelbaker

Attorney

393 satisfied customers

Experienced and trained in the area of business law.

< Previous | Next >

Related Business Law Questions
I am looking to get private investment capital to secure
I am looking to get private investment capital to secure material from a factory overseas. The terms with the factory are 30% upon order and 70% upon delivery. My question is when I take the money fro… read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,682 satisfied customers
My son invested money in a small business that he also works
Hi, my son invested money in a small business that he also works for and is leaving the company. The owner has agreed to repay the investment plus interest. We feel there needs to be a legal document … read more
PaulmoJD
PaulmoJD
Attorney At Law
Doctoral Degree
106 satisfied customers
I invested with Great American Group Annuities seven years
I invested with Great American Group Annuities seven years ago. I was suppose be invested the S&P 500, Seven years past by and I have not … read more
PaulmoJD
PaulmoJD
Attorney At Law
Doctoral Degree
106 satisfied customers
In 2012 I invested $2,000 in Bitcoin on the Btc-e exchange
In 2012 I invested $2,000 in Bitcoin on the Btc-e exchange and I left it there. Receintly I was informed that Bitcoin was now trading at over $5,000. But when I went to the exchange website it said th… read more
Ray
Ray
Lawyer
Doctoral Degree
30,179 satisfied customers
I am planning on taking girlfriend real estate investment
I am planning on taking girlfriend real estate investment partner to court for breach of contract both oral and written. Where can I look up cases that are similar to mine to get an idea of what laws … read more
LegalGems
LegalGems
Juris Doctorate
10,153 satisfied customers
When investing into your own company or anything for that
When investing into your own company or anything for that matter, I've always heard its better spend the bank's money before your own can someone explain what that means or if that even makes sense. T… read more
Infolawyer
Infolawyer
Attorney
Doctoral Degree
1,793 satisfied customers
If I am the only investor and investing 100% and also on the
If I am the only investor and investing 100% and also on the board/owner with 5 others, what would my ownership equity be? … read more
RGMacEsq
RGMacEsq
Attorney
Doctoral Degree
742 satisfied customers
I have an investment contract with a local business. I was
I have an investment contract with a local business. I was suppose to get 30% of profits monthly. They have defaulted on the agreement. What can I do? … read more
Roy Hadavi
Roy Hadavi
Attorney
Juris Doctorate
883 satisfied customers
A few years ago my wife was invested in a scam fund called
A few years ago my wife was invested in a scam fund called the Matterhorn Fund. It was like Bernie Madoff but on a smaller scale. The Feds finally caught up with the guy running the fund and threw him… read more
Irwin Law
Irwin Law
Juris Doctor JD
7,049 satisfied customers
Loren, have a question for a friend. She ownes an investment
Hi Loren, have a question for a friend. She ownes an investment property but wants to put it into an LLC (of course advisable). Question is, she lives in FL but the property is in IL. Should she set u… read more
LawGuy
LawGuy
Juris Doctor
123 satisfied customers
I need an agreement stating that EESS 123 Inc. will invest
I need an agreement stating that EESS 123 Inc. will invest 175K in a propaty118 hewes st which is owned by a LLC corporation and the terms are as follows: Josef Epstein has a chance to buy out the pro… read more
Asad Rahman
Asad Rahman
Attorney
J.D.
2,194 satisfied customers
How is a good way to invest monies so that it grows over
How is a good way to invest monies so that it grows over time or possibly even quicky with only a little each week being invested… read more
TaxAttorneytoHelp
TaxAttorneytoHelp
Owner
Doctoral Degree
2,542 satisfied customers
I would like to invest in a private startup and because the
I would like to invest in a private startup and because the investment amount is small, the founder/CEO of the startup does not want to put my name directly on the company registration and cap table, … read more
Landon Lerner
Landon Lerner
Founder of San Diego Office
Doctoral Degree
12 satisfied customers
I invested in an LLC on a property in TX and have been
I invested in an LLC on a property in TX and have been looking for the managers for a few years now. On my own I found that the property was red tagged, and sold for a loss in 2011. My investment was … read more
DrakeLAW
DrakeLAW
Juris Doctorate
828 satisfied customers
I would like to invest in a private startup and because the
I would like to invest in a private startup and because the investment amount is small, the founder/CEO of the startup does not want to put my name directly on the company registration and cap table, … read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,682 satisfied customers
Oleh harasymiw was offering us to make property investment
oleh harasymiw was offering us to make property investment and they want us to use our home equity to make oan we not use if are go ahead for this investment ment … read more
Infolawyer
Infolawyer
Attorney
Doctoral Degree
1,793 satisfied customers
I have a question about investments for a startup, as well
I have a question about investments for a startup, as well as setting up an investment vehicle.… read more
Damien Bosco
Damien Bosco
2,978 satisfied customers
I invested in a small business and received shares of
Hi I invested in a small business and received shares of ownership for the money I invested at 17%. The CEO sold the company in 2015 (without having me involved at all) and recieved 1705 unit shares i… read more
DrakeLAW
DrakeLAW
Juris Doctorate
828 satisfied customers

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

Show MoreShow Less

Ask Your Question

x