Who we are.
Small Change is a real estate investment crowdfunding platform. We match investors with developers raising funds for transformative real estate projects, to build better cities everywhere and to provide everyone with the opportunity to invest. We mean to make an impact.
We do this by using some securities regulations which are known as Regulation Crowdfunding (Reg CF) and Regulation D (Reg D), also known as 506(c). These regulations prescribe how we can help raise funds for developers and the rules we must follow. We can also use Regulation A (Reg A) which lets developers raise a whole lot more.
Reg CF provides a means for everyone over the age of 18 to invest, as long as the rules are followed. Since Small Change is registered with the SEC as a Funding Portal and is also a member of FINRA, we do that for you. You must list a Reg CF offering on a Funding Portal, and we are the only Impact Real Estate Funding Portal in the country dedicated to Reg CF.
Our goal is to list your offering quickly and seamlessly.
- We’ll help to prepare a compliant disclosure packet
- We’ll provide legal templates for your disclosure documents, LLC agreement, investor agreements and more, all crafted to fit the regulations seamlessly
- We’ll acquire SEC access codes to list your offering
- We’ll register all paperwork as required with the SEC
- We’ll set up a bank account ready to accept investor funds
- We’ll create your online campaign page
- We’ll guide you through creating appropriate marketing materials
- We’ll ensure that financial reviews and bad actor reports are completed as required
All investors invest through our fully electronic process, with investment agreements created digitally. They complete required disclosures on risk and more on our platform, all of which information is stored in our database. At the end of the offering we’ll provide you with a list of investors, all of their contact information and investment agreements, and wire you the funds.
In other words, we’ll guide you through the nuts and bolts of listing an offering, seamlessly.
What you can do.
You can raise up to $5 M from anyone 18 years and older through Reg CF annually. Accredited investors self-verify and invest as much as they like. And unaccredited investors are permitted to invest a percentage of either their income or net worth, capped at $124,000 annually.
You can offer minimum investment amounts as low as you like which is important if you want to include community capital.
If you want to raise more, you can add in a Reg D 506(c) offering on our platform, which will permit more accredited investors to invest as much as they like.
- Talk to us early about your legal structure. There are rules about what entities Reg CF investors can invest in. No investment companies are permitted.
- Set aside 6 weeks to fully prepare your offering. You could complete it more quickly, but life, and project hiccups, often get in the way. The speed with which you launch your campaign depends on how focused your team is.
- Plan for a great marketing campaign. It will impact the speed and amount of funds you raise.
Our fee structure for Reg CF offerings is as follows:
- $2,500 onboarding fee +
- 5% of first $1 million raised
- 4% of second $1 million raised
- 3% of anything raised thereafter
(We charge fixed fees for Reg D/506(c) offerings since Small Change is not a broker-dealer and we are not permitted to charge a fee based on funds raised.)
Other listing costs.
You should also be prepared to pay for bad actor checks and financial reports, required to be completed under the regulations before you can register your listing with the SEC. Both can vary greatly depending on the number of partners in your entity, your offering goal and whether or not you are a first-time issuer. We can help guide you on what you can anticipate for your listing:
And of course, you should plan on a marketing budget.
If you’re ready to raise funds.
Start on our Raise Funds page.
You can browse our projects here. Some of them are open for investment. Or you can read a plain English summary of the Regulation Crowdfunding rules on our platform or review the Investor FAQs
At Small Change we’re at the intersection of crowdfunding and urban issues. Follow us on social media @oursmallchange to learn more.
And we live and breathe impact. So much so that we’ve developed a proprietary index to track change. It’s called the Small Change Index.
You might want to read Eve’s bio, listen to her podcasts on real estate impact investing at Rethink Real Estate. For Good., or get to know our leadership team.
The SEC website is a great source of information as well. Here’s a summary of Reg CF and here are the complete rules.
Or just say [email protected].