Equity Crowdfunding Check List for Legal Compliance in the United States

We are in the process of launching our first crowdfunding campaign for IdeaGist Blockchain Incubator and our team was tasked to investigate the complex process of legal compliance.

Here is our learning so far. Please do not take it as legal advice.


  • Establish Location – When the company should be registered
  • Form Legal Structure – Decide which type of company would you register
  • Bad Actor Questionnaires
  • 1st Written Actions
  • Articles of Incorporation
  • Bylaws
  • Register Business
  • Get Tax ID from IRS
  • Register for state and local taxes
  • Obtain any licenses you need to start your business



  • Business Plan
  • Three years quarterly milestones
  • Set fundraising goals
  • Set campaign budget and make sure that you have means to carry out the whole campaign
  • Chose the capital type, Common Shares, Preferred Shares, Convertible Debt, etc.
  • Determine a deadline
  • Decide the platform to run the campaign on. Contact IdeaGist for listing through our partners.
  • Executive Summary and Pitch Deck



  • Written Actions to Approve Offering
  • Waiver(s)
  • Develop and Private Placement Memorandum (PPM)
  • Develop a shareholder agreement between the founders and the company
  • Develop a non-disclosure and non-compete agreement of founders and early employees
  • Review and Revise Business Plan
  • Draft Risk Factors
  • Review Articles / Bylaws / Shareholder Agreements
  • Subscription Agreement
  • Review Financial Statements
  • Cap Table
  • Table of Use of Proceeds, where the money will be used
  • Form C
  • Develop a vesting agreement template for all founders and initial employees
  • Spend time understanding solicitation laws, who can you contact, what can you promise, etc.
  • File with state securities and SEC


Equity Crowdfunding Check List for Getting Ready

Branding and Marketing

  • Logo and brand sheet
  • Company Website
  • Product Video for potential customers
  • Social Media Accounts, focus on the ones that are relevant
  • PR Strategy and press releases


Crowdfunding Campaign

  • Prepare a list of people in close family and friends that will propel the campaign initially
  • Create your company profile
  • Create your own profile and all other team members. Make sure there are good pictures and their past achievement are highlighted in the context of your company.
  • Prepare a list of contacts that could potentially be an investor. Ask all team members to add their network to the list.
  • Develop an intro email message
  • Develop a simple elevator pitch for people you know
  • Have a shoURLurl using one of the services to be able to tell people where to go, ideally build a campaign card with the QR code for people to go to the campaign page directly
  • Develop a two-page concept note in simple language
  • Develop multiple social media banners
  • Clearly identify the audience for your crowdfunding campaign get ready to run targeted ads campaign
  • Start the campaign