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If shares will be sold to anyone or given to anyone other than a member/owner of the company, then the company must register with the SEC to sell shares and must have a company prospectus with company financial information. A company can only sell unregistered shares to "qualified investors" who are investors with about $1Million in assets and deemed to be experienced in investing. The SEC does not grant waiver of these rules on registration to sell shares to the public I am afraid as they want them secured and controlled. See: Accredited Investors.
There are restricted stock offerings to inside members of the company under Rule 144. Also, a company can raise up to $1,000,000 in capital with unregistered sales or up to $5,000,000 with no more than 35 non-accredited investors.
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