Investor and Purchaser Representative Questionnaire
(Start-Up)

Summary

This investor and purchaser representative questionnaire template may be used in connection with a private offering of a start-up's common stock made in reliance on Rule 506(b) (17 C.F.R. § 230.501)) of Regulation D. This template includes practical guidance and drafting notes. Rule 506(b) offerings may be made to an unlimited number of “accredited investors” (as defined in Rule 501(a) of Regulation D (17 C.F.R. § 230.501)), but are limited to up to 35 non-accredited investors. Further, non-accredited investors must, either alone or with their purchaser representative(s), have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment or the issuer must reasonably believe that this is the case immediately prior to making any sale. A questionnaire can help the issuer in determining whether an investor may participate in an offering, either as an accredited investor or as a non-accredited investor that meets the sophistication requirements, either by itself or with a purchaser representative. Copies of this questionnaire should be sent to all prospective purchasers along with the Subscription Agreement (Private Placement, Common Stock) (Pro-Issuer). Part I is the investor questionnaire and should be completed by all investors. Part II is the purchaser representative questionnaire and should be completed only if the investor is non-accredited and relying on a purchaser representative (a person assisting the investor in making their investment decision who has the requisite financial and business knowledge and/or experience in financial and business matters to evaluate the merits and risks of the investment; typically brokers, dealers, other financial advisors, attorneys, and accountants) to satisfy the sophistication requirements. Additionally, the investor must sign an acknowledgment at the end of Part II acknowledging the investor's use of a purchaser representative. When Part I and Part II (if applicable) are completed, the questionnaire(s) should be returned to the issuer for evaluation to ascertain whether shares may be sold to the investor in compliance with federal securities laws. For more resources on private placements, see Private Placements Resource Kit. For a full listing of key content covering Regulation D offerings, see Regulation D Resource Kit.