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Crowdfunded Investments

Crowdfunded investing is buying a stake, in equity or debt, in a private company through an SEC-registered online portal. Unlike donation crowdfunding, you receive a security; unlike angel investing, it is open to ordinary investors within annual limits set by federal rules.

Last reviewed by Steven Fox, CFP®, EA on

Quick Summary

  • This is investing, not giving. You receive an actual security, a share or a debt interest, and the hope of a financial return, rather than a product or a thank-you.
  • It is opened to non-accredited investors by federal rules, chiefly SEC Regulation Crowdfunding, which is what distinguishes it from angel investing that is limited to wealthy accredited individuals.
  • Offerings run through SEC-registered funding portals or broker-dealers, and how much an ordinary investor may put in over a year is capped based on income and net worth.
  • The investments are illiquid and high-risk. Most start-ups fail, there is usually no market to sell your stake, and you can lose the entire amount.
  • Do not confuse it with donation-based crowdfunding, where contributors give money and receive no ownership and no expectation of return.

Definition

Crowdfunded investing, also called investment crowdfunding or equity crowdfunding, lets a company raise money from a large number of ordinary investors over the internet by selling them securities: shares of stock, a revenue share, or a debt interest. In the United States it is made possible mainly by SEC Regulation Crowdfunding, adopted under the JOBS Act, along with the related Regulation A framework for somewhat larger offerings. The defining feature is that these rules let people who are not accredited investors, that is, ordinary savers who do not meet the SEC's wealth or income thresholds, invest in private companies, subject to annual limits.

Two comparisons keep this page in its lane. It is not donation-based crowdfunding: on a site where people chip in for a cause or a creative project, contributors receive no ownership and expect no financial return, and the money is generally a gift. Here, the investor receives a security and is buying a chance at profit and taking a real risk of loss. And it is not the same as angel investing, where wealthy accredited individuals back start-ups directly, often with larger checks and negotiated terms. Crowdfunded investing is the path that opens early-stage private investing to the general public, within guardrails, and the guardrails exist because the risks are severe.

Advanced Explanation

The regulatory structure is what makes this different from simply buying stock, and it is worth understanding because it defines both the access and the protections. Regulation Crowdfunding requires offerings to be conducted through an intermediary that is registered with the SEC and is a member of FINRA: either a funding portal, a category of firm created specifically for this, or a registered broker-dealer. Companies must file disclosures with the SEC and make them available to investors, and there is a cap on how much a single company may raise through the exemption in a 12-month period, set by SEC rule and adjusted periodically for inflation. There is also a cap on how much an individual investor may commit across all such offerings in a year, tied to their income and net worth, so that a person of modest means cannot put an unlimited amount into these high-risk deals. Regulation A, sometimes called a "mini-IPO," allows larger raises with heavier disclosure and, in its higher tier, ongoing reporting.

The investment risks are the ones that dominate any realistic assessment. Early-stage private companies fail at a high rate, and equity in a company that fails is generally worth nothing. Even when a company succeeds, the investor's stake is illiquid: private shares do not trade on an exchange, Regulation Crowdfunding imposes limits on reselling them for a period after purchase, and there may never be a buyer, so the money can be tied up indefinitely with no way to exit. Returns, when they come at all, typically require the company to be acquired or to go public years later, and minority investors in a private company have little control and can see their ownership diluted by later fundraising. The disclosures a portal provides are real but limited, and they do not make a start-up safe; they let an investor read about a venture that is still, by its nature, a long shot.

The practical framing that follows is the same one professionals apply to any venture-style bet: money committed here should be money the investor can afford to lose entirely, spread across enough separate investments that a single success can carry a lot of failures, and not counted on for any goal that has a deadline. The annual investor caps in the rules are, in effect, the government's version of that same caution.

Used in a Sentence

“Through a funding portal, Theo put $300 into a local brewery's crowdfunded investment round, understanding that he now held actual shares he might never be able to sell rather than a coupon for free beer.”

How It Works

A company that wants to raise money files the required disclosures and lists its offering on an SEC-registered funding portal or broker-dealer. Investors browse the offering, read the disclosures, and commit money; if the company hits its funding target within the offering window, the deal closes and investors receive their securities, which might be shares, a convertible instrument, or a debt interest. If the target is not met, the money is generally returned. From then on the investor is a security holder in a private company, waiting for an eventual sale, public offering, or income share that may or may not ever come.

A hypothetical illustration shows the shape of the returns. Suppose an investor puts $2,000 to work across five crowdfunded start-ups, $400 in each. Early ventures fail often, so imagine four of the five eventually go to zero, a $1,600 loss, while the fifth is acquired years later at six times the investment, turning its $400 into $2,400. The portfolio ends at $2,400 on $2,000 invested, a modest gain that rests entirely on the one winner. Change the winner's multiple to two times and the same four failures leave the investor with $800, a large loss. The numbers are invented, but they show why diversification across many deals and a tolerance for total losses on most of them are built into how this kind of investing is expected to work.

Pros and Cons

Potential advantages

  • Access for ordinary investors to early-stage private companies that were once open mainly to the wealthy and connected.
  • The chance, on a small stake, of an outsized return if a company succeeds.
  • A regulated framework with required disclosures and registered intermediaries, rather than an unregulated private deal.
  • The ability to back companies or causes an investor personally believes in.

Risks and drawbacks

  • A high failure rate. Most early-stage companies do not succeed, and equity in a failed company is usually worthless.
  • Severe illiquidity. Private shares do not trade on an exchange, resale is restricted for a period, and there may never be a buyer.
  • Returns, if any, typically take years and require an acquisition or public offering, and minority holders have little control and can be diluted.
  • Disclosures are limited and do not make a start-up safe; the investor still bears the full risk of an unproven venture.

People Also Asked

Answers to the most frequently asked questions.

How is crowdfunded investing different from donation crowdfunding?
In donation-based crowdfunding, contributors give money to a cause, person, or project and receive no ownership and no expectation of a financial return; the money is generally treated as a gift. In crowdfunded investing, you buy an actual security, a share or debt interest in a company, hoping for a financial return and risking a loss. One is giving; the other is investing.
Can anyone invest, or only accredited investors?
Regulation Crowdfunding was created specifically to let non-accredited investors, ordinary people who do not meet the SEC's wealth or income thresholds, invest in private companies. To protect smaller investors, the rules cap how much any individual may commit across such offerings in a 12-month period based on their income and net worth. This openness is what separates it from angel investing, which is limited to accredited individuals.
Can you sell a crowdfunded investment when you want to?
Usually not. Shares bought through Regulation Crowdfunding are subject to resale restrictions for a period after purchase, and even afterward there is generally no public market for a private company's stock. The money can be tied up indefinitely, and a return typically depends on the company being acquired or going public years later, which may never happen.
How risky is it?
Very. Early-stage companies fail at a high rate, the investments are illiquid, and a total loss on any given company is a common outcome. The annual investor caps in the federal rules exist precisely because this is high-risk investing meant for money an investor can afford to lose, spread across enough deals that occasional successes can offset frequent failures.

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