Equity Crowd Funding Summary

On June 25, 2015, Spring Activator hosted an information event on Canada’s new equity crowd funding rules. Bonnie Foley-Wong, Co-Founder of Spring Activator and Founder, Pique Venture Investments, moderated the event. The panel consisted of:

  • Praveen Varshney, Director, Varshney Capital Corp.
  • Peter Paul van Hoeken, Founder & CEO, FrontFundr
  • Lindsay Clark, Associate Lawyer, Larbarge Weinstein
  • John Keserich, Partner, BDO Canada Accounting

Event-sponsor Vancity introduced the evening, highlighting how Vancity is interested in helping their members find options for equity financing since they do mostly do debt financing.

Crowd funding in Canada has hit $35M in investment, outstripping angel investment. It is expected to outstrip Venture Capital investment in 2016.

What Are They Rules Around Raising Equity Through Crowd Funding?

Lindsay commented that:

  • New equity crowd funding exemption allows companies to raise money from residents of B.C. providing individuals invest no more than $1500 per offering, the company uses an online funding portal, and the maximum raised is $250K per offering with a maximum of twice per year (max $500K/year).
  • The exemption is available to any size and stage of privately owned company even though it’s called the start-up exemption. You can’t be a public company, and you can’t have raised money in the past under a prospectus.
  • The company must be incorporated.
  • Once your business reaches 50 shareholders, it has more obligations to its investors, and it loses the option to raise capital the second time within the year.
  • Unless you get a waiver from each investor saying they don’t want audited financial statements, you’ll need to produce them.

John listed the info required by the new Start-up Crowdfunding Exemption offering document:

  • Risk of Investment
  • Business Overview
  • List of Management and Directors
  • Date Securities are Acquired and the Value of the Security
  • Track record of fraud, bankruptcies
  • Activity in startup crowd funding
  • Terms and conditions of the securities
  • Financial statements
  • Use of funds w/i the company
  • Compensation given to the funding portal
  • Risk factors in the business
  • Resale restrictions

Are There Any Concerns Businesses Should Worry About?

Find The Right Investors

Praveen cautions that when businesses raise money, they should still be trying to hand select investors. It’s not easy money – when businesses take money from someone else, they might hear that their fiduciary duty to treat is as well as their own money. He suggests that businesses should go beyond treating the money like it’s their own, they should treat it better than your own. Essentially you’re starting to operate like a small public company. The up side is that your investors will start to promote you and want you to succeed, the down side is that they’ll start to look for dividends and involvement in how the company operates.

When he’s fundraising, he’s often looking for a lead investor. If there’s a well known person that invests, many other investors will follow and trust that it’s a good investment because they’ll know that the lead investor has done their homework on the company so they don’t need to do so much due diligence. This also helps set a share price since something is only worth what someone is willing to pay. If you can find a lead investor, you’ll find out what they are willing to pay and then you have a valuation and some momentum before you do your offer.

On FrontFundr, investors can see who other investors are if they opt in to have their name displayed. If there is already an accredited lead investor who invests outside the $1500 maximum – like for $50K or $100K, then it’s easier to trust that someone has done the due diligence and take a good look at that company.

Since the new crowdfunding rules are different in each province, businesses need to make sure their investors are in the right province. As a business, you need to make sure all your investors fall under the crowdfunding exemptions (Ontario has no exemption yet), so it’s easiest to attract investment from B.C. unless the business wants to understand the difference in each province’s rules.

Attracting investment through crowdfunding can have its drawbacks. Having many small investors has the potential to scare off larger investors. There are several ways to limit the rights of those smaller investors that calm larger investors – for instance, issuing preferred shares with a redemption right, or issuing non-voting shares. However these make the offer less attractive to potential investors.

Investor Involvement

One issue businesses don’t anticipate is investor involvement. Lindsay encourages businesses to think about the structure for involving investors before any investment offering, as well as costs to maintain that structure. Think about how to structure governance to include investor input efficiently.

Taxes

On the old crowdfunding platforms, John encourages businesses to pay attention tax issues. If companies trad perks and product/services for money on a crowdfunding platform, they often don’t budget paying the tax in the province where it is shipped. When a $1K cheque comes in, the business often thinks the full amount is theirs. If the product gets shipped to BC, the business needs to submit $12 to the province. If the product gets shipped to the US, it’s more complicated, as state tax, county tax and others may apply.

How Do Businesses Prepare for Equity Crowd Funding?

Governance

John commented on the need for having corporate governance in place. Entrepreneurs struggle when they bring in outside investors and then continue to run the company as they used to. He encourages businesses to figure out in advance how they want to structure governance and investor involvement.

Promotion

Businesses will need to use an online platform for an equity offer. FrontFundr has some of the first offers. But a business can’t just post an offer without preparation. It doesn’t look good to be on a platform and not have any activity. A business should make sure that there will be activity once they have an offer, so they should be working on advertising the offer and building potential investment before their offer is listed. FrontFundr also has a sector lounge, where they suggest businesses put potential offers before they go live to assess interest, potentially help set the price, and allow FrontFundr to complete the due diligence on the project.

Costs

  1. Platforms costs

The FrontFundr platform cost is two-pronged:

  • 2% fee for getting a business ready, and helping them get their documentation together.
  • 4% fee on all new investment. Fees are not charged when the business brings the investors to the platform themselves. (For reference, fees in the US, UK, and the Netherlands are approximately 5-7.5%.).
  1. Filing requirements, accounting and legal work. A rough ballpark estimate is $5-10K depending on the type of investment. Costs depend on how much input the business needs from advisors. The more the business does themselves, the more costs can be reduced. All documents should be reviewed by a lawyer but Lindsay encourages businesses to get a law firm involved from the beginning as its better (and cheaper) to set it up properly than to try to fix something that’s not set up properly.

Resources

  • Summary of the Canadian regulations by province from FrontFundr.
  • Tool to identify sources of equity and non-dilutive financing: ca
  • BC Securities Commission information on private placements – raising capital in private markets, reporting requirements and forms, and methods/deadlines for filing and info on fees.
  • Watch the video of the event below.

30% off SBBC Local Leaders event with Tina Lee on July 16, 2015

Gain Leadership and Growth Advice from One of BC’s Most Successful Entrepreneurs!

Tina Lee Shareable New Picture (800x350)

 

 

Join our friends at Small Business BC on Thursday, July 16 for networking and conversation with Tina Lee of T&T Supermarket Inc. and the Hon. Naomi Yamamoto – Minister of State for Tourism and Small Business.

Tina’s keynote will be about:

  • Succession Planning: Staying Connected with the Family Business
  • Taking on the family business: My journey with T&T Supermarket
  • Understanding the Asian community and consumer
  • Overcoming challenges of developing new customer bases
  • Never losing your roots: Being an ambassador of Asian food and culture

The meet-up is the part of the Local Leaders monthly business mixers, featuring networking with 200+ BC small business owners, drinks, food and inspiring discussion from the top CEOs and business leaders in the community.

Tickets include a FREE drink from Bridge Brewing, Dirty Laundry Vineyard or SEVA Maple Water, appetizers from LOCO Members Potluck Café and SPREAD’EM Kitchen, and cupcakes from ManCakes Bakery.

Members and friends of LOCO BC can use promo codeLOCO” to receive 30% off registration. Spaces are limited, so reserve yours today!

LOCO Businesses are Hiring

Fairware is hiring for Account Manager & Sales

At Fairware, we believe we can change the world through the simple act of buying. We provide promotional merchandise to North America’s leading sustainable brands. We’re committed change makers and we’re serious about sustainability.

The Account Manager will be responsible for developing and managing new and existing business in the US and Canada. You’ll work with the Fairware team to ensure the highest level of customer service is achieved. Working full time from our Vancouver offices, you’ll provide stellar account management with existing accounts while growing your sales book with new business. You’ll help your clients get great merchandise that animates their brand and showcases their values.

Savoury Chef seeks a Logistics and Facility Manager

Savoury Chef Foods is a high-end catering and event company based in Vancouver BC. We specialize in engineering memorable events with unparalleled service, and menus that feature the very best fresh, local and seasonal ingredients.

The Logistics and Facility Manager will be responsible for recruiting, hiring and training all Drivers and Event Packers. The role also oversees the upkeep and maintenance of our 10,000 sq ft kitchen and office.

Earnest Ice Cream is hiring

Earnest Ice Cream is growing and we’re looking for the right people to join our team and grow with us. We are a values-driven company crafting Vancouver’s best ice cream using local, seasonal ingredients and an obsession with quality and service. We are hiring for the following positions:

Paysavvy is hiring

Paysavvy is changing the way companies pay and manage their employees through fully integrated, cloud-based workforce management software as a service. Come join us! We are hiring for several positions, including the following:

RTOWN is hiring

RTOWN integrates with our clients, embracing their brands, understanding the need to speak relevantly and authentically for them. With passion and precision, the RTOWN team becomes an integral, yet affordable extension to any size business, in a way that allows the operator to focus on the ground, while we focus on the cloud. We are hiring for the following positions:

Mala Collective is hiring a Shipping and Inventory Coordinator

At Mala Collective, we work to bring meditation and mindfulness to a new generation. We want to make it accessible, fun, and part of our everyday lives. We do this through working with fair trade artisans in the developing world to create authentic mala beads. As our Shipping and Inventory Coordinator your responsibilities will include managing all aspects of outgoing and incoming shipments to deliver first class customer service and exceptional efficiency to our customers.

 

Small Businesses Create Good Jobs

A new study shows that Very Small Businesses in the U.S. (defined as <20 employees) created all of the net new jobs in the US from 1989 to 2012. Net New U.S. Jobs 1989-2012
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A recent California study echoes small business’ powerful ability to create jobs. In California alone, micro businesses created 5.5 million jobs from 2004 to 2010.

Micro firms:
-created jobs every year;
-created a net of 7 million jobs in the U.S.;
-created a net of 920,000 jobs in California;
-mostly created more jobs than any other firm size;
-were the only firm size that created jobs during the downturn years of 2009 and 2010.

During the same period, large businesses (those >500 employees) lost 750,000 jobs nationwide and in California, big businesses lost about 200,000 jobs. In California, micro businesses generated many more jobs than large businesses. Check out the summary report and graphs.

30% off SBBC Local Leaders event with Brian Scudamore

Gain Leadership and Growth Advice from One of BC’s Most Successful Entrepreneurs!

Local Leaders - May 7 - Brian Scudamore Shareable

Join our friends at Small Business BC (601 W. Cordova St.) on Thursday, May 7 for an exclusive evening of conversation and fun with one of BC’s most successful entrepreneurs, Brian Scudamore, Founder and CEO of 1-800-GOT-JUNK?, You Move Me and WOW 1 DAY PAINTING who will discuss:

Leadership, Culture and Growth: Strategies for Driving Bottom Line Result

  • Articulating your vision and building a culture around the right people
  • Making your first hire: Knowing how and when to grow from a one man band
  • Working with contract freelancers for temporary and/or skill-specific projects
  • The BBQ Test – How we select our leaders
  • Selecting the right tools and tips for attraction, selection and retention

The meet-up is the part of the Local Leaders monthly business mixers, featuring networking with 200+ BC small business owners, drinks, food and inspiring discussion from the top CEOs and business leaders in the community.

Tickets include one FREE drink from Postmark Brewing, Black Kettle Brewing or Calliope Wines, refreshments from SEVA Maple Water, appetizers and cupcakes from ManCakes Bakery.

Members and friends of LOCO BC can use promo code “LOCOBC” to receive 30% off. Spaces are limited, so reserve yours today.

LOCO Businesses are Hiring

LOCO businesses are locally owned and committed to adding value to their communities. Check out some of the great job opportunities they have available right now.

Salt Spring Coffee is hiring an Executive Assistant and Barista’s

Salt Spring Coffee’s vision is to be the leading edge of coffee – in quality, sustainability, connection to origin, and pioneering. Experience world-changing organic coffee that is Fair to Farmers, roasted and delivered to you at the peak of its power by one of B Corp’s ‘Best for the World’ companies.  We are seeking people for the following roles:

  • Executive Assistant who thrives at optimizing and organizing.
  • Baristas who are passionate about coffee, keen, quick, available any day of the week, and love to operate in a team environment.

RTOWN is hiring a Digital Media Sales Rep & a Community Manager

RTOWN is passionate about helping small businesses succeed. We pride ourselves on delivering our customers’ stories cost-effectively through a variety of mediums in line with what works best for our clients at the time. With a dynamic team of digital marketing experts, RTOWN integrates with their clients, embracing their brands, understanding the need to speak relevantly and authentically for them. We are seeking people for the following roles:

  • Digital Media Sales Representative. We are seeking a sharp, experienced sales person with a proven track record of success.
  • Community Manager to join our community management team, looking after social media accounts for local businesses within your region.

Dehoney Financial Group is hiring a Senior Account Manager

Our firm is seeking a Senior Account Manager to join our group benefits team. The Senior Account Manager is the primary consulting contact to a specific block of group benefits clients, and provides consulting expertise on large projects including plan design, pricing, funding benchmarking, and vendor management. If you are a high energy individual who enjoys working collaboratively in a dynamic organization, this could be the role for you!

Briteweb is hiring a Head of Production

Briteweb is seeking an individual with strong leadership, vision and management skills to lead our creative teams in Vancouver. The core objective of this position will be to oversee project flow from lead to launch, ensuring client success and cohesion between our strategy, design and development teams. The right candidate will highly value working within a culture that values collaboration, clear communication, industry-leading work and, ultimately, the client’s vision and cause.

Vancouver Farmers Market is hiring a West Side District Manager

Vancouver Farmers Markets is seeking one-year maternity leave coverage for our West Side District Manager position with training starting May 2015. The role of the District Manager is to ensure their assigned markets have the resources and support needed to operate successfully. Apply by April 29, 2015.

Earnest Ice Cream is hiring

Earnest Ice Cream is growing and we’re looking for the right people to join our team and grow with us. We are a values-driven company crafting Vancouver’s best ice cream using local, seasonal ingredients and an obsession with quality and service. We continually refine our business practices, aim to be as sustainable as possible and are a proud part of our local economy and community.

  • Production Manager, responsible for crafting Vancouver’s finest ice cream.
  • Scoop Staff – serving customers, scooping ice cream.
  • Delivery Driver – drive safely and deliver products for customer product deliveries.
  • Shop Manager – to help develop and motivate a high performing team and manage the day to day operations of the shop.

Meet CBC Dragon & Entrepreneur Vikram Vij at Small Business BC

WANT TO MEET CBC DRAGON AND DISTINGUISHED ENTREPRENEUR VIKRAM VIJ?

Join our friends at Small Business BC (601 W. Cordova St.) on April 2 for an exclusive evening of conversation and fun with restaurant magnate, celebrity chef and CBC Dragon, Vikram Vij, who will discuss:

Achieving Success Despite Adversity – The Trials and Tribulations of Entrepreneurship

Local Leaders - Vikram Vij ShareableVikram will share how he developed his business around a personal mission and overcame challenges and obstacles on his road to success.

The meet-up is the part of the Local Leaders monthly business mixers, featuring networking with 200+ BC small business owners, drinks, food and inspiring discussion from the top CEOs and business leaders in the community.

Tickets include FREE cupcakes from ManCakes Bakery, and the choice between one glass of wine from Kalala Organic Estate Winery or craft beer from a local microbrewery.

Members and friends of LOCO BC can use promo code “LOCO” to receive 30% off registration until March 19. Spaces are limited, so reserve yours today

Understanding 2015 changes to Health Care, EI & CPP

LOCO’s Community Partner Dehoney Financial Group has prepared their 2015 bulletin outlining recent legislative changes affecting the following government programs.

  • Provincial Health Care premium adjustments
  • Employment Insurance (EI)
  • Canada Pension Plan (CPP)

This information is relevant to all employers.

In this bulletin they also provide an explanation of the EI premium reduction program, and the potential benefits this could provide to your organization.

Contact Dehoney’s Erin Gunn if you have any questions about this information.

Read the bulletin here: DFG-Jan_2015-Important Message-LOCO

LOCO Businesses are Hiring

LOCO businesses are locally owned and committed to adding value to their communities. Check out some of the great job opportunities they have available right now.

Potluck Cafe is hiring a Sales & Marketing Associate

Potluck Cafe is an award winning social enterprise. This position is ideally suited for someone transitioning out of the hospitality industry, possibly enrolled in evening classes, and possessing a keen interest in communications and business administration. If you’re interested in social enterprise and looking for meaningful work to support your professional development, look no further – this is the job for you. Potluck Cafe.

Briteweb is hiring a Developer

Briteweb is looking for an intermediate developer with 3+ years of web development experience. Experience working within a team environment; not only with other developers, but designers and strategists, as well. Places equal importance on both form and function when writing code. Detail-oriented with a solid understanding of quality UX. Can communicate effectively to find optimal solutions to problems.

Natural Pod is hiring an Education Sales Account Executive


Natural Pod is a leader in the design and manufacturing of natural play inspired children’s furniture and toys. The ideal candidate will be a sharp and enthusiastic, self-motivated leader with solid business development experience and a passion for creating and implementing effective sales initiatives. Experience and relationships in the education and child care marketplace are required.

PaySavvy is hiring

Based in Vancouver, PaySavvy is a national workforce management software provider that offers cloud-based payroll, human resource, and time and labour management software. PaySavvy prides itself on being a desirable place to work. We offer a progressive, team-spirited culture that rewards hard work and initiative, a collective approach to building a leading company, and freedom to contribute in meaningful ways to our growth and success.

Fairware is hiring Account Coordinator/Sales Support


At Fairware, we believe we can change the world through the simple act of buying. We provide custom branded products to North America’s leading sustainable brands. This is a one year full time maternity leave position starting late March 2015. The Account Coordinator – Sales Support will work closely with the Sales team to support the efficient and timely processing of orders, from sales approval through to production and order delivery. You will coordinate all aspects of order confirmation and processing ensuring that deadlines are met and clients are happy. You get things done and don’t miss a beat.

MODO is hiring

Modo is a member-owned carshare co-operative. Founded in 1997 in Vancouver’s West End, we were the first of our kind in North America. We are dedicated to providing our community with the most environmental and economical way to drive a car.

Spring is hiring a Community & Culture Manager

Spring is a purpose-driven activator focused on helping high growth, for-profit, purpose-driven companies create meaningful change in our world. As we grow, we’re adding a Community & Culture Manager to our team. We’re looking for a dynamic, people-oriented self starter looking to change the world who will lead the charge on all things culture and community building, both online and offline.

A Bread Affair is hiring

A Bread Affair is always looking for hardworking individuals with a positive attitude to join our team! We have a fun, interactive environment where growth within the company is highly encouraged. Never a dull moment, work for one of B.C.’s fastest growing companies. A Bread Affair is looking for the following:

Earnest Ice Cream is hiring

Earnest Ice Cream is growing and we’re looking for the right people to join our team and grow with us. We are a values-driven company crafting Vancouver’s best ice cream using local, seasonal ingredients and an obsession with quality and service. We’re looking for experienced leaders who are passionate, curious, and as obsessive as we are about constant improvement. Earnest Ice Cream is looking for the following:

The Soap Dispensary: Community-based eco-champion helps consumers reduce, reuse and refill

IMG_3350_WebCrop2The Soap Dispensary is a retail store dedicated to reducing the plastic footprint of consumer products by refilling household cleaners, personal care products and DIY ingredients. Customers bring in their own clean containers or pay a small deposit fee to use one from the store, and reuse them over and over. The products they source are chosen for their low impact on human and environmental health, and contain no toxic chemicals, fillers, dyes or synthetic perfumes. They also carry a wide range of plastic-free lifestyle products. In early 2015 the store will expand to refilling edible liquids (olive oil, honey, soy sauce and more) and will definitely be sourcing from local made and local owned for many of these products.

Question: How are you supporting other local businesses?SoapDispensary_ByTheNumbers

Answer: We try very hard to source local products first, and then Canadian and US products. We are deeply rooted in the community, and that’s very important to us! Sometimes local businesses approach us and we try out their products in our store, or we see products at the farmer’s market that we really like and bring them in. We also take into consideration recommendations from our staff and customers. We’ve helped a number of small local producers get off the ground. For instance, companies like Ulat Pure Wool Dryer Balls and Sayula approached us when they were just starting out and our orders helped them get off the ground. Now they are distributing across Canada. Most often we source direct from the business, but some products like carrier oils and soap nuts can’t be sourced locally, so in that case we buy from distributors, 57% of which are local.

Question: What social practices are you proud of?

Answer: We are proud of our hiring practices and that we pay wages higher than the industry average. Our staff is our best asset! Everyone we’ve ever hired has been a customer first; they share our passion for what we do. We put a lot of time into training them, and we work very hard to retain them. We have five part-timers and we would love to make some of them full-time but they don’t want more hours due to other commitments and so we work around their schedule to ensure they stay. We also donate to many environmental and social causes. We donated to Surf Rider when Jack Johnson committed to doubling donations, and we asked a supplier to crochet wool poppies to donate to the poppy fund this past year. We help raised money and also provided an eco alternative to the plastic poppy. We also regularly hold workshops in the store to empower customers to make their own products. During the holidays we offer gift-making workshops such as soap and candle making as an alternative to the rampant consumerism of the season. We’ve also partnered with David Suzuki’s Queen of Green, and SPEC (the Society Promoting Environmental Conservation) and contribute gifts and door prizes to local events and fundraisers.

Question: What environmental practices are you proud of?

Answer: In the first two years of operation, we helped our customers divert about 12,000 containers. That’s a lot of petroleum that wasn’t used to create more packaging! We sell lots of glass containers and offer a take back program if customers opt for plastic packaging. We charge a deposit fee to use plastic but will refund the fee when they returnit. It ensures that it comes back to us to be reused. And we not only help eliminate packaging but also consider the product’s end life. We’ve avoided bringing in e-cloths for example because they aren’t recyclable or compostable after the customer is finished with them. We are also proud that we are helping reduce our customers’ exposure to toxins. We cater to people with sensitivities or have children and need healthier alternatives. We source products that are as non-toxic as possible. We do a lot of research, and also learn from our staff and customers about toxicity and ethical sourcing practices.