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Crowdfunding Rules 400-404 (Funding Portals)

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IC1 - Form Funding Portal: Application for Funding Portal Registration

OMB: 3235-0727

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SECURITIES AND EXCHANGE
COMMISSION

OMB
OMB Number: 3235-0727
Expiration Date: 5/31/2022
Estimated average burden
hours per response:
2.75

Washington, D.C. 20549

FORM FUNDING PORTAL
APPLICATION OR AMENDMENT TO APPLICATION FOR REGISTRATION OR
WITHDRAWAL FROM REGISTRATION AS FUNDING PORTAL UNDER THE
SECURITIES EXCHANGE ACT OF 1934
WARNING: Failure to complete this form truthfully, to keep this form current and to file
accurate supplementary information on a timely basis, or the failure to keep accurate books and
records or otherwise to comply with the provisions of law applying to the conduct of business as a
funding portal, would violate the Federal securities laws and may result in disciplinary,
administrative, injunctive or criminal action.
Check the appropriate box:
This is:
□
an initial application to register as a funding portal with the SEC.
□
an amendment to any part of the funding portal’s most recent Form Funding Portal,
including a successor registration.
□
a withdrawal of the funding portal’s registration with the SEC.
Schedule A must be completed as part of all initial applications. Amendments to Schedule A
must be provided on Schedule B. Schedule C must be completed by nonresident funding portals.
If this is a withdrawal of a funding portal’s registration, complete Schedule D.
If this is an amendment to any part of the funding portal’s most recent Form Funding Portal,
provide an explanation describing the amendment:

Item 1 – Identifying Information
Exact name, principal business address, mailing address, if different, and contact information of
the funding portal:
A.

Full name of the funding portal:

Name(s)/Website URL(s) under which business is conducted, if different from Item
1A:

IRS Empl. Ident. No.:
1

If a name and/or website URL in (1A) or (1B) has changed since the funding
portal’s most recent Form Funding Portal, enter the previous name and/or website
URL and specify whether the name change is of the □ funding portal name (1A),
or □ name/website URL (1B).
Previous name(s) or website URL(s):

Funding portal’s main street address (Do not use a P.O. Box):

Mailing address(es) (if different) and office locations (if more than one):

Contact Information:
Telephone Number:
Fax Number:
Email Address:

Contact Employee Information:
Name:
Title:
Direct Telephone Number:
Fax Number:
Direct Email Address:

Month applicant’s fiscal year ends:

Registrations

Was the applicant previously registered on Form Funding Portal as a funding
portal or with the Commission in any other capacity?
□ Yes
□ No
K.

SEC File No.:

Foreign registrations
(1) Is the applicant registered with a foreign financial regulatory authority?
Answer “no” even if affiliated with a business that is registered with a foreign
financial regulatory authority.
2

□ Yes

□ No

If “yes,” complete Section K.2. below.
(2) List the name, in English, of each foreign financial regulatory authority and
country with which the applicant is registered. A separate entry must be
completed for each foreign financial regulatory authority with which the
applicant is registered.
English Name of Foreign Financial Regulatory Authority:

Registration Number (if any):
Name of Country:
Item 2 – Form of Organization
A.

Indicate legal status of applicant.
Corporation
Sole Proprietorship
Partnership

Limited Liability Company
Other (please specify)

If other than a sole proprietor, indicate date and place applicant obtained its legal
status (i.e., state or country where incorporated, where partnership agreement was
filed, or where applicant entity was formed):
State/Country of formation:
Date of formation:

Item 3 – Successions
A.

Is the applicant at the time of this filing succeeding to the business of a currently
registered funding portal?
□ Yes

□ No

Do not report previous successions already reported on Form Funding Portal. If
“yes,” complete Section 3.B. below.
B.

Complete the following information if succeeding to the business of a currentlyregistered funding portal. If the applicant acquired more than one funding portal
in the succession being reported on this Form Funding Portal, a separate entry
must be completed for each acquired firm.
3

Name of Acquired Funding Portal:

Acquired Funding Portal’s SEC File No.:
C.

Briefly describe details of the succession including any assets or liabilities not
assumed by the successor.

Item 4 – Control Relationships
In this Item, identify every person that, directly or indirectly, controls the applicant, controls
management or policies of the applicant, or that the applicant directly or indirectly controls.

If this is an initial application, the applicant also must complete Schedule A. Schedule A asks for
information about direct owners and executive officers. If this is an amendment updating
information reported on the Schedule A filed with the applicant’s initial application, the
applicant must complete Schedule B.

Item 5 – Disclosure Information
In this Item, provide information about the applicant’s disciplinary history and the disciplinary
history of all associated persons or control affiliates of the applicant (as applicable). This
information is used to decide whether to revoke registration, to place limitations on the
applicant’s activities as a funding portal, and to identify potential problem areas on which to
focus during examinations. One event may result in the requirement to answer “yes” to more
than one of the questions below. Check all answers that apply. Refer to the Explanation of
Terms section of Form Funding Portal Instructions for explanation of italicized terms.
If the answer is “yes” to any question in this Item, the applicant must complete the appropriate
Disclosure Reporting Page (“DRP”) (FP) – Criminal, Regulatory Action, Civil Judicial Action,
Bankruptcy/SIPC, Bond, or Judgment/Lien, as applicable.
Criminal Disclosure
If the answer is “yes” to any question below, complete a Criminal
DRP.
A.

In the past ten years, has the applicant or any associated person:
4

(1) been convicted of any felony, or pled guilty or nolo contendere (“no
contest”) to any charge of a felony, in a domestic, foreign, or military court?
□ Yes

□ No

The response to the following question may be limited to charges that are
currently pending:
(2) been charged with any felony?
□ Yes
B.

□ No

In the past ten years, has the applicant or any associated person:
(1) been convicted of any misdemeanor, or pled guilty or nolo contendere (“no
contest”), in a domestic, foreign, or military court to any charge of a misdemeanor
in a case involving: investment-related business, or any fraud, false statements, or
omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting,
extortion, or a conspiracy to commit any of these offenses?
□ Yes

□ No

The response to the following question may be limited to charges that are
currently pending:
(2) been charged with a misdemeanor listed in Item 5-B(1)?
□ Yes

□ No

Regulatory Action Disclosure
If the answer is “yes” to any question below, complete a Regulatory
Action DRP.
C.

Has the SEC or the Commodities Futures Trading Commission (“CFTC”)
ever:
(1) found the applicant or any associated person to have made a false
statement or omission?
□ Yes

□ No

(2) found the applicant or any associated person to have been involved in a
violation of any SEC or CFTC regulations or statutes?
5

□ Yes

□ No

(3) found the applicant or any associated person to have been a cause of the
denial, suspension, revocation, or restriction of the authorization of an investmentrelated business to operate?
□ Yes

□ No

(4) entered an order against the applicant or any associated person in
connection with investment-related activity?
□ Yes

□ No

(5) imposed a civil money penalty on the applicant or any associated person, or
ordered the applicant or any associated person to cease and desist from any
activity?
□ Yes
D.

□ No

Has any other federal regulatory agency, any state regulatory agency, or any
foreign financial regulatory authority:
(1) ever found the applicant or any associated person to have made a false
statement or omission, or been dishonest, unfair, or unethical?
□ Yes

□ No

(2) ever found the applicant or any associated person to have been
involved in a violation of investment-related regulations or statutes?
□ Yes

□ No

(3) ever found the applicant or any associated person to have been the cause of
a denial, suspension, revocation, or restriction of the authorization of an
investment-related business to operate?
□ Yes

□ No

(4) in the past ten years entered an order against the applicant or any
associated person in connection with an investment-related activity?
□ Yes

□ No

(5) ever denied, suspended, or revoked the registration or license of the applicant
or that of any associated person, or otherwise prevented the applicant or any
6

associated person of the applicant, by order, from associating with an investmentrelated business or restricted the activities of the applicant or any associated
person?
□ Yes
E.

□ No

Has any self-regulatory organization or commodities exchange ever:
(1) found the applicant or any associated person to have made a false
statement or omission?
□ Yes
□ No
(2) found the applicant or any associated person to have been involved in a
violation of its rules (other than a violation designated as a minor rule violation
under a plan approved by the SEC)?
□ Yes

□ No

(3) found the applicant or any associated person to have been the cause of a
denial, suspension, revocation or restriction of the authorization of an investmentrelated business to operate?
□ Yes

□ No

(4) disciplined the applicant or any associated person by expelling or
suspending the applicant or the associated person from membership, barring or
suspending the applicant or the associated person from association with other
members, or by otherwise restricting the activities of the applicant or the
associated person?
□ Yes
F.

Has the applicant or any associated person ever had an authorization to act as
an attorney, accountant, or federal contractor revoked or suspended?
□ Yes

□ No

Is the applicant or any associated person currently the subject of any
regulatory proceeding that could result in a “yes” answer to any part of Item 5C, 5-D, or 5-E?
□ Yes

□ No

Civil Judicial Disclosure
If the answer is “yes” to a question below, complete a Civil Judicial Action DRP.
H.

Has any domestic or foreign court:
(1) in the past ten years, enjoined the applicant or any associated person in
connection with any investment-related activity?
□ Yes

□ No

(2) ever found that the applicant or any associated person was involved in a
violation of investment-related statutes or regulations?
□ Yes

□ No

(3) ever dismissed, pursuant to a settlement agreement, an investment- related civil
action brought against the applicant or any associated person by a state or foreign
financial regulatory authority?
□ Yes
I.

□ No

Is the applicant or any associated person now the subject of any civil proceeding
that could result in a “yes” answer to any part of Item 5-H(1)-(3)?
□ Yes

□ No

Financial Disclosure
If the answer is “yes” to a question below, complete a Bankruptcy/Disclosure, Bond
Disclosure or Judgment/Lien DRP, as applicable.
J.

In the past ten years, has the applicant or a control affiliate of the applicant
ever been a securities firm or a control affiliate of a securities firm that:
(1) has been the subject of a bankruptcy petition?
□ Yes

□ No

(2) has had a trustee appointed or a direct payment procedure initiated under the
Securities Investor Protection Act?
□ Yes

□ No

Has a bonding company ever denied, paid out on, or revoked a bond for the
applicant?
□ Yes

□ No

Does the applicant have any unsatisfied judgments or liens against it?
□ Yes

□ No

Item 6 – Non-Securities Related Business
Does applicant engage in any non-securities related business?
□ Yes

□ No

If “yes,” briefly describe the non-securities business.

Item 7 – Qualified Third Party Arrangements; Compensation Arrangements
A.

Qualified Third Party Arrangements. Complete the following information for each
person that will hold investor funds in escrow or otherwise pursuant to the
requirements of Rule 303(e) of Regulation Crowdfunding (17 CFR 227.303(e)).

Name of person:
Address:
Phone Number:
B.

Compensation. Please describe any compensation arrangements funding portal has
with issuers.

EXECUTION
The funding portal consents that service of any civil action brought by or notice of any
proceeding before the Securities and Exchange Commission or any self-regulatory organization
in connection with the funding portal’s investment-related business may be given by registered
or certified mail to the funding portal’s contact person at the main address, or mailing address, if
different, given in Items 1.E., 1.F., and 1.H. If the applicant is a nonresident funding portal, it
must complete Schedule C to designate a U.S. agent for service of process.
The undersigned represents and warrants that he/she has executed this form on behalf of,
and is duly authorized to bind, the funding portal. The undersigned and the funding portal
represent that the information and statements contained herein and other information filed
herewith, all of which are made a part hereof, are current, true and complete. The undersigned
and the funding portal further represent that, if this is an amendment, to the extent that any
information previously submitted is not amended, such information is currently accurate and
complete.
Date:

Full Legal Name of Funding Portal:

By:
(signature)
Title:

FORM FUNDING PORTAL
SCHEDULE A
Direct Owners and Executive Officers
1. Complete Schedule A only if submitting an initial application. Schedule A asks for
information about the applicant’s direct owners and executive officers. Use Schedule B to
amend this information.
2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief
Legal Officer, Chief Compliance Officer, director and any other individuals with similar
status or functions;
(b) if applicant is organized as a corporation, each shareholder that is a direct owner of 5%
or more of a class of the applicant’s voting securities, unless applicant is a public
reporting company (a company subject to Section 13 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or
has the power to sell or direct the sale of 5% or more of a class of the applicant’s voting
securities. For purposes of this Schedule, a person beneficially owns any securities: (i)
owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire,
within 60 days, through the exercise of any option, warrant, or right to purchase the
security.
(c) if the applicant is organized as a partnership, all general partners and those limited and
special partners that have the right to receive upon dissolution, or have contributed, 5% or
more of the applicant’s capital;
(d) in the case of a trust, (i) a person that directly owns 5% or more of a class of the
applicant’s voting securities, or that has the right to receive upon dissolution, or has
contributed, 5% or more of the applicant’s capital, (ii) the trust and (iii) each trustee; and
(e) if the applicant is organized as a limited liability company (“LLC”), (i) those members
that have the right to receive upon dissolution, or have contributed, 5% or more of the
applicant’s capital, and (ii) if managed by elected managers, all elected managers.
3. In the DE/FE/NP column below, enter “DE” if the owner is a domestic entity, “FE” if the
owner is an entity incorporated or domiciled in a foreign country, or “NP” if the owner or
executive officer is a natural person.

4. Complete the Title or Status column by entering board/management titles; status as partner,
trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or
members, the class of securities owned (if more than one is issued).
5. Ownership codes are:
NA - less than 5%
A - 5% but less than 10%

B - 10% but less than 25%
D - 50% but less than 75%
C - 25% but less than 50%
E - 75% or more
G - Other (general partner, trustee, or elected member)

6. Control Person:
(a) In the Control Person column, enter “Yes” if the person has control as defined in the
Glossary of Terms to Form Funding Portal, and enter “No” if the person does not have
control. Note that under this definition, most executive officers and all 25% owners,
general partners, elected managers, and trustees are “control persons”.
(b) In the PR column, enter “PR” if the owner is a public reporting company under Section
13 or 15(d) of the Exchange Act.
7. Complete each column.
FULL
LEGAL
NAME
(Natural
Persons:
Last Name,
First
Name,
Middle
Name)

DE/FE/NP

Title or
Status

Date Title or Ownership Control
Status
Code
Person
Acquired

CRD No.

MM YYYY

(If None: IRS
Tax No., or
IRS Employer
ID No. if
applicable, or
if none, enter
0000000)

Yes/No PR

FORM FUNDING PORTAL
SCHEDULE B
Amendments to Schedule A
1. Use Schedule B only to amend information requested on Schedule A. Refer to Schedule A for
specific instructions for completing this Schedule B. Complete each column. File with a
completed Execution Page.
2. In the Type of Amendment column, indicate “A” (addition), “D” (deletion), or “C” (change in
information about the same person).
3. Ownership codes are:
NA - less than 5%
A - 5% but less than 10%

B - 10% but less than 25%
D - 50% but less than 75%
C - 25% but less than 50%
E - 75% or more
G - Other (general partner, trustee, or elected member)

List below all changes to Schedule A (Direct Owners and Executive Officers):

FULL LEGAL D
Type of
NAME
E/ Amendment
FE
/N P
(Natural
Persons: Last
Name, First
Name, Middle

Title or
Status

Date Title Ownership Control
or Status Code
Person
Acquired

MM YYYY

CRD No.

Yes/No PR (If None: IRS Tax

No., or IRS Employer
ID No. if applicable,
or if none, enter
0000000)

FORM FUNDING PORTAL
SCHEDULE C
Nonresident Funding Portals
Service of Process and Certification Regarding Prompt Access to Books and Records and Ability
to Submit to Inspections and Examinations
Each nonresident funding portal applicant shall use Schedule C of Form Funding Portal to:
identify its United States agent for service of process, and certify that it can, as a matter of law
and will: (1) provide the Commission and any registered national securities association of
which it becomes a member with prompt access to its books and records, and (2) submit to
onsite inspection and examination by the Commission and any registered national securities
association of which it becomes a member.
A. Agent for Service of Process:
1. Name of United States person applicant designates and appoints as agent for service of
process:

2. Address of United States person applicant designates and appoints as agent for service of
process

The above identified agent for service of process may be served any process, pleadings,
subpoenas, or other papers in:
(a) any investigation or administrative proceeding conducted by the Commission that relates to
the applicant or about which the applicant may have information; and
(b) any civil or criminal suit or action or proceeding under the federal securities laws brought
against the applicant or to which the applicant has been joined as defendant or respondent, in
any appropriate court in any place subject to the jurisdiction of any state or of the United States
or of any of its territories or possessions or of the District of Columbia. The applicant has
stipulated and agreed that any such suit, action or administrative proceeding may be
commenced by the service of process upon, and that service of an administrative subpoena shall
be effected by service upon, the above-named agent for service of process, and that service as
aforesaid shall be taken and held in all courts and administrative tribunals to be valid and
binding as if personal service thereof had been made.
B. Certification regarding access to records and ability to submit to inspections and examinations:
Applicant can, as a matter of law, and will:
14

1. provide the Commission and any registered national securities association of which it
becomes a member with prompt access to its books and records, and
2. submit to onsite inspection and examination by the Commission and any registered
national securities association of which it becomes a member.
Applicant must attach as an exhibit to this Form Funding Portal, Exhibit C, a copy of
the opinion of counsel it is required to obtain in accordance with Rule 400(f) of
Regulation Crowdfunding, i.e., the opinion of counsel that the nonresident funding
portal can, as a matter of law, provide the Commission and any registered national
securities association of which the nonresident funding portal becomes a member
with prompt access to the books and records of such nonresident funding portal,
and that the nonresident funding portal can, as a matter of law, submit to onsite
inspection and examination by the Commission and any registered national
securities association of which the nonresident funding portal becomes a member.
EXECUTION FOR NON-RESIDENT FUNDING PORTALS
The undersigned represents and warrants that he/she has executed this form on behalf of, and is
duly authorized to bind, the nonresident funding portal. The undersigned and the nonresident
funding portal represent that the information and statements contained herein and other information
filed herewith, all of which are made a part hereof, are current, true and complete. The
undersigned and the nonresident funding portal further represent that, if this is an amendment, to
the extent that any information previously submitted is not amended, such information is currently
accurate and complete.
The undersigned certifies that the nonresident funding portal can, as a matter of law, and will
provide the Commission and any registered national securities association of which it becomes a
member with prompt access to the books and records of such nonresident funding portal and can,
as a matter of law, and will submit to onsite inspection and examination by the Commission and
any registered national securities association of which it becomes a member. Finally, the
undersigned authorizes any person having custody or possession of these books and records to
make them available to federal regulatory representatives.
Signature:
Name and Title:
Date:

FORM FUNDING PORTAL
SCHEDULE D
If this is a withdrawal of registration:
A.

The date the funding portal ceased business or withdrew its registration request:
Date (MM/DD/YYYY): _______________

Location of Books and Records after Registration Withdrawal
Complete the following information for each location at which the applicant will
keeps books and records after withdrawing its registration.
Name and address of entity where books and records are kept:

(area code) (telephone number)
This is (check one):

(area code)

(fax number)

one of applicant’s branch offices or affiliates.
a third party unaffiliated recordkeeper.
other.

If this address is a private residence, check this box:
Briefly describe the books and records kept at this location.

Is the funding portal now the subject of or named in any investment-related
1. Investigation
□ Yes

□ No

2. Investor initiated complaint
□ Yes

□ No

3. Private civil litigation
□ Yes

□ No
16

CRIMINAL ACTION DISCLOSURE REPORTING PAGE (FP)
General Instructions
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Items 5-A or 5-B of Form Funding Portal.
Check item(s) being responded to:

5-A(1)

5-A(2)

5-B(1)

5-B(2)

Use a separate DRP for each event or proceeding. The same event or proceeding may be
reported for more than one person or entity using one DRP. File with a completed Execution
Page.
Multiple counts of the same charge arising out of the same event(s) should be reported on the
same DRP. Unrelated criminal actions, including separate cases arising out of the same event,
must be reported on separate DRPs. Use this DRP to report all charges arising out of the same
event. One event may result in more than one affirmative answer to the items listed above.
Part 1
Check all that apply:
1. The person(s) or entity(ies) for whom this DRP is being filed is (are) the:
Select only one.
Applicant
Applicant and one or more associated persons
One or more of applicant’s associated persons
If this DRP is being filed for the applicant, and it is an amendment that seeks to remove a DRP
concerning the applicant from the record, the reason the DRP should be removed is:
The applicant is registered or applying for registration, and the event or proceeding was
resolved in the applicant’s favor.
The DRP was filed in error.
If this DRP is being filed for an associated person:
This associated person is:
The associated person is:

a firm
a natural person
registered with the SEC
not registered with the SEC

Full name of the associated person (including, for natural persons, last, first and middle names):

If the associated person has a CRD number, provide
17 that number.

If this is an amendment that seeks to remove a DRP concerning the associated person, the reason
the DRP should be removed is:
The associated person (s) is (are) no longer associated with the applicant.
The event or proceeding was resolved in the associated person’s favor.
The event or proceeding occurred more than ten years ago.
The DRP was filed in error. Explain the circumstances:

Part 2
1. If charge(s) were brought against a firm or organization over which the applicant or a
associated person exercise(s)(d) control:
A. Enter the firm or organization’s name
B. Was the firm or organization engaged in an investment-related business?
Yes

C. What was the relationship of the applicant with the firm or organization? (In the case of a
associated person, include any position or title with the firm or organization.)

2. Court where formal charge(s) were brought in: (include the name of Federal, Military, State or
Foreign Court, Location of Court - City or County and State or Country, and Docket/Case
number).
A. Name of Court:
B. Location of Court:
Street Address:
City or County: _________________ State/Country: _____________________
Postal Code:

C. Docket/Case Number:
3. Event Disclosure Detail (Use this for both organizational and individual charges.)
A. Date First Charged (MM/DD/YYYY):

Exact
Explanation

If not exact, provide explanation:

B. Event Disclosure Detail (include charge(s)/charge Description(s), and for each charge
provide: (1) number of counts, (2) felony or misdemeanor, (3) plea for each charge, and
(4) product type if charge is investment-related).

C. Did any of the charge(s) within the event involve a felony?

Yes

D. Current status of the event?

Final

Pending

On Appeal

E. Event status date (Complete unless status is pending)
(MM/DD/YYYY): ______________

Exact
Explanation

If not exact, provide explanation:

4. Disposition Disclosure Detail: Include for each charge (a) Disposition Type (e.g., convicted,
acquitted, dismissed, pretrial, etc.), (b) Date, (c) Sentence/Penalty, (d) Duration (if sentencesuspension, probation, etc.), (e) Start Date of Penalty, (f) Penalty/Fine Amount, and (g) Date
Paid.
5. Provide a brief summary of circumstances leading to the charge(s) as well as the disposition.
Include the relevant dates when the conduct that was the subject of the charge(s) occurred.
(The response must fit within the space provided.)

REGULATORY ACTION DISCLOSURE REPORTING PAGE (FP)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-C, 5-D, 5-E-5-F or 5-G of Form Funding
Portal.

□
□

Check item(s) being responded to:
5-C(5)
5-D(1)
5-E(1)
5-E(2)

□ 5-C(1) □ 5-C(2) □ 5-C(3) □ 5-C(4)
□ 5-D(2) □ 5-D(3) □ 5-D(4) □ 5-D(5)
□ 5-E(3) □ 5-E(4) □ 5-F
□ 5-G

Use a separate DRP for each event or proceeding. An event or proceeding may be reported
for more than one person or entity using one DRP. File with a completed Execution Page.
One event may result in more than one affirmative answer to Items 5-C, 5-D, 5-E, 5- F or 5-G.
Use only one DRP to report details related to the same event. If an event gives rise to actions by
more than one regulator, provide details for each action on a separate DRP.
Part 1
The person(s) or entity(ies) for whom this DRP is being filed is (are) the:
Select only one.
Applicant (the funding portal)
Applicant and one or more of the applicant’s associated person (s)
One or more of applicant’s associated person (s)
If this DRP is being filed for the applicant and it is an amendment that seeks to remove a DRP
concerning the applicant from the record, the reason the DRP should be removed is:
The applicant is registered or applying for registration, and the event or proceeding was
resolved in the applicant’s favor.
The DRP was filed in error.
If this DRP is being filed for an associated person:
This associated person is:

a firm
a natural person

The associated person is:

registered with the SEC
not registered with the SEC

Full name of the associated person (including, for natural persons, last, first and middle names):

If the associated person has a CRD number, provide that number.
If this is an amendment that seeks to remove a DRP concerning the associated person, the reason
the DRP should be removed is:
The associated person (s) is (are) no longer associated with the applicant.
The event or proceeding was resolved in the associated person’s favor.
The DRP was filed in error. Explain the circumstances:

Part 2
1. Regulatory Action was initiated by:
SEC
Foreign Authority

Other Federal Authority
State

SRO

(Full name of regulator, foreign financial regulatory authority, federal authority, state or SRO)

2. Principal Sanction (check appropriate item):
Civil and Administrative Penalty(ies)/Fine(s)
Restitution
Expulsion
Bar
Revocation
Cease and Desist
Injunction
Censure
Prohibition
Denial
Reprimand
Other Sanctions:

Disgorgement
Suspension
Undertaking
Other

3. Date Initiated (MM/DD/YYYY):

Exact
Explanation

If not exact, provide explanation:

4. Docket/Case Number:
5. Associated person’s Employing Firm when activity occurred that led to the regulatory action
(if applicable):

6. Principal Product Type (check appropriate item):
Annuity(ies) - Fixed
Annuity(ies) - Variable
Money Market Fund(s)
CD(s)
Commodity Option(s)
Debt - Asset Backed
Debt - Corporate
Debt - Government
Debt - Municipal

Derivative(s)
Mutual Fund(s)
Direct Investment(s) - DPP & LP Interest(s)
Equity - OTC
Options
Equity Listed (Common & Preferred Stock)
Futures - Commodity
Penny Stock(s)
Futures - Financial
Unit Investment Trust(s)
Index Option(s)
Other
Insurance
No Product
Investment Contract(s)

Other Product Types:

7. Describe the allegations related to this regulatory action. (The response must fit within the
space provided.)

8. Current status?

Pending

On Appeal

Final

9. If on appeal, to whom the regulatory action was appealed (SEC, SRO, Federal or State Court)
and date appeal filed:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved (check appropriate item):
Acceptance, Waiver & Consent (AWC)
Consent
Decision
Decision & Order of Offer of Settlement

Dismissed
Vacated
Withdrawn
Order
Settled
Other
Stipulation and Consent
Exact
Explanation

11. Resolution Date (MM/DD/YYYY):
If not exact, provide explanation:

12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine
Amount: $
Bar

Revocation/Expulsion/Denial
Disgorgement
Cease & Desist/Injunction

Censure
Suspension

B. Other Sanctions Ordered:

C. Sanction detail: If suspended, enjoined or barred, provide duration including start date
and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide
length of time given to requalify/retrain, type of exam required and whether condition has
been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or
monetary compensation, provide total amount, portion levied against the applicant or an
associated person, date paid and if any portion of penalty was waived:

13. Provide a brief summary of details related to the action status and (or) disposition, and
include relevant terms, conditions and dates.
23

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (FP)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-H or 5-I of Form Funding Portal.
Check item(s) being responded to:

5-H(1)

5-H(2)

5-H(3)

5-I

Use a separate DRP for each event or proceeding. An event or proceeding may be reported
for more than one person or entity using one DRP. File with a completed Execution Page.
One event may result in more than one affirmative answer to Item 5-H or 5-I. Use only one
DRP to report details related to the same event. Unrelated civil judicial actions must be
reported on separate DRPs.
Part 1
The person(s) or entity(ies) for whom this DRP is being filed is (are) the:
Select only one.
Applicant (the funding portal)
Applicant and one or more of the applicant’s associated person (s)
One or more of the applicant’s associated person (s)
If this DRP is being filed for the applicant and it is an amendment that seeks to remove a DRP
concerning the applicant from the record, the reason the DRP should be removed is:
The applicant is registered or applying for registration, and the event or proceeding was
resolved in the applicant’s favor.
The DRP was filed in error.
If this DRP is being filed for an associated person:
This associated person is:
The associated person:

a firm
a natural person
registered with the SEC
not registered with the SEC

Full name of the associated person (including, for natural persons, last, first and middle names):

If the associated person has a CRD number, provide that number.

Part 2
1. Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO,
commodities exchange, agency, firm, private plaintiff, etc.)
2. Principal Relief Sought (check appropriate item):
Cease and Desist
(Private/Civil Complaint)
Restraining Order
Injunction
Other

Disgorgement

Money Damages

Civil Penalty(ies)/Fine(s)
Restitution

Other Relief Sought:
3. Filing Date of Court Action (MM/DD/YYYY):

Exact
Explanation

If not exact, provide explanation:

4. Principal Product Type (check appropriate item):
Annuity(ies) - Fixed
Annuity(ies) - Variable
Money Market Fund(s)
Mutual Fund(s)
Equity Listed
(Common & Preferred Stock)
Debt - Asset Backed
Debt - Corporate
Debt - Government
Debt - Municipal

Derivative(s)
Direct Investment(s) –
DPP & LP Interest(s)
CD(s)
Commodity Option(s)

Investment Contract(s)

Futures - Commodity
Futures - Financial
Index Option(s)
Insurance

Penny Stock(s)
Unit Investment Trust(s)
Other

Equity - OTC
No Product
Options

Other Product Types:

5. Formal Action was brought in (include the name of the Federal, State, or Foreign Court;
Location of Court – City or County and State or Country; and Docket/Case Number

6. Associated person’s Employing Firm when activity occurred that led to the civil judicial
action (if applicable):

7. Describe the allegations related to this civil action (the response must fit within the space
provided):

8. Current status?

Pending

On Appeal

Final

9. If on appeal, court to which the action was appealed (provide name of the court) and Date
Appeal Filed (MM/DD/YYYY):

10. If pending, date notice/process was served (MM/DD/YYYY):
Exact

Explanation

If not exact, provide explanation:

If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved (check appropriate item):

□ Consent □ Judgment Rendered
□ Withdrawn □ Other

□ Settled □ Dismissed □ Opinion

12. Resolution Date (MM/DD/YYYY):

Exact
Explanation

If not exact, provide explanation:

13. Resolution Detail:
A. Were any of the following Sanctions Ordered or Relief Granted (check appropriate items)?
Monetary/Fine
Amount: $
Bar

Revocation/Expulsion/Denial
Censure
Suspension

Disgorgement/Restitution
Cease and Desist/Injunction

B. Other Sanctions Ordered:

14. Provide a brief summary of circumstances related to the action(s), allegation(s),
disposition(s) and/or finding(s) disclosed above.

BANKRUPTCY/SIPC DISCLOSURE REPORTING PAGE (FP)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-J of Form Funding Portal.
Check item(s) being responded to:

5-J(1)

5-J(2)

Use a separate DRP for each event or proceeding. An event or proceeding may be reported
for more than one person or entity using one DRP. File with a completed Execution Page.
One event may result in more than one affirmative answer to Item 5-J. Use only one DRP to
report details related to the same event. Unrelated civil judicial actions must be reported on
separate DRPs.
Part 1
1. The person(s) or entity(ies) for whom this DRP is being filed is (are) the:
Select only one.
Applicant
Applicant and one or more control affiliate(s)
One or more of control affiliate(s)
If this DRP is being filed for a control affiliate, give the full name of the control affiliate below
(for individuals, Last name, First name, Middle name).
If the control affiliate is registered with the CRD, provide the CRD number. If not, indicate
“non-registered’’ by checking the appropriate checkbox.
FP DRP - CONTROL AFFILIATE
Control Affiliate CRD Number

Registered:

Yes

This control affiliate is:

a firm
a natural person

Full name of the control affiliate (including, for natural persons, last, first and middle names):

This is an amendment that seeks to remove a DRP record because the control affiliate(s) is
(are) no longer associated with the funding portal.
2. If the control affiliate is registered through the CRD, has the control affiliate submitted a DRP
(with Form U-4) or BD DRP to the CRD System for the event? If the answer is “Yes,’’ no other
information on this DRP must be provided.
Yes

NOTE: The completion of this Form does not relieve the control affiliate of its obligation to
update its CRD records.
Part 2
1. Action Type: (check appropriate item)
Bankruptcy

Declaration

Receivership

Compromise

Liquidated

Other
Exact

2. Action Date (MM/DD/YYYY):

Explanation

If not exact, provide explanation:
3. If the financial action relates to an organization over which the applicant or control
affiliate person exercise(s)(d) control, enter organization name and the applicant’s
or control affiliate’s position, title or relationship:

Was the Organization investment-related?

Yes

4. Court action brought in (Name of Federal, State or Foreign Court), Location of Court
(City or County and State or Country), Docket/Case Number and Bankruptcy Chapter
Number (if Federal Bankruptcy Filing):

5. Is action currently pending?

Yes

6. If not pending, provide Disposition Type: (check appropriate item)

□ Direct Payment Procedure □ Dismissed □ Satisfied/Released
□ Discharged
□ Dissolved □ SIPA Trustee Appointed
□ Other

7. Disposition Date (MM/DD/YYYY):

Exact

Explanation

If not exact, provide explanation:
8. Provide a brief summary of events leading to the action, and if not discharged, explain.
(The information must fit within the space provided):

9. If a SIPA trustee was appointed or a direct payment procedure was begun, enter the
amount paid by you; or the name of trustee:
Currently Open?

Yes

Date Direct Payment Initiated/Filed or Trustee Appointed (MM/DD/YYYY):
Exact

Explanation

If not exact, provide explanation:
30

10. Provide details to any status disposition. Include details as to creditors, terms, conditions,
amounts due and settlement schedule (if applicable):

BOND DISCLOSURE REPORTING PAGE (FP)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-K of Form Funding Portal.
Check item(s) being responded to:

5-K

Firm Name: (Policy Holder)

Bonding Company Name:

Disposition Type: (check appropriate item)
Denied

Payout

Revoked

Disposition Date (MM/DD/YYYY):

Exact

If not exact, provide explanation:

If disposition resulted in Payout, list Payout Amount and Date Paid:

Explanation

Summarize the details of circumstances leading to the necessity of the bonding company
action:

JUDGMENT / LIEN DISCLOSURE REPORTING PAGE (FP)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP FP) is an INITIAL OR AMENDED response used
to report details for affirmative responses to Item 5-L of Form Funding Portal.
Check item(s) being responded to:

5-L

Judgment/Lien Amount:
Judgment/Lien Holder:

Judgment/Lien Type: (check appropriate item)
Civil

Default

Tax

Date Filed (MM/DD/YYYY):

Exact
Explanation

If not exact, provide
explanation:
5.

Is Judgment/Lien outstanding?

Yes

If No, provide explanation:
If No, how was matter resolved? (check appropriate item)
Discharged
6.

Released

Removed

Satisfied

Court where judgment was given:
A. Name of Court
B. Location of Court:
Street Address:
City or County: _________________ State/Country: _____________________
Postal Code:

C. Docket/Case Number
34

Provide a brief summary of events leading to the action and any payment schedule
details, including current status (if applicable):

FORM FUNDING PORTAL INSTRUCTIONS
A.

GENERAL INSTRUCTIONS

EXPLANATION OF FORM
•

•

This is the form that a funding portal must use to register with the Securities and
Exchange Commission (“SEC” or “Commission”), to amend its registration and
to withdraw from registration.
The Commission may make publicly accessible all current Forms Funding Portal,
including amendments and registration withdrawal requests, which may be searchable
by the public, with the exception of certain personally identifiable information or other
information with significant potential for misuse (including the contact employee’s
direct phone number, fax number and e-mail address and any IRS Tax Number, IRS
Employer Identification Number, or any other similar information). If the applicant
submits any attachments to Form Funding Portal in PDF format it is the responsibility
of the applicant to redact certain personally identifiable information or other
information with significant potential for misuse (including the contact employee’s
direct phone number, fax number and e-mail address and any IRS Tax Number, IRS
Employer Identification Number, social security number, date of birth, or any other
similar information) from the PDF.
WHEN TO FILE FORM FUNDING PORTAL

•

A funding portal’s registration must become effective before offering or selling any
securities in reliance on Section 4(a)(6) through a platform. Under Rule 400, a funding
portal’s registration will be effective the later of: (1) 30 calendar days after the date a
complete Form Funding Portal is received by the Commission or (2) the date the
funding portal is approved for membership by a national securities association
registered under Section 15A of the Securities Exchange Act of 1934 (“Exchange Act”).

•

A registered funding portal must promptly file an amendment to Form Funding Portal
when any information previously submitted on Form Funding Portal becomes
inaccurate or incomplete for any reason.

•

A successor funding portal may succeed to the registration of a registered funding
portal by filing a registration on Form Funding Portal within 30 days after the
succession.

•

If a funding portal succeeds to and continues the business of a registered funding portal
and the succession is based solely on a change of the predecessor’s date or state of
incorporation, form of organization, or composition of a partnership or similar reason,
the successor may, within 30 days of the succession, amend the registration on Form
Funding Portal to reflect these changes.

•

A funding portal must also file a withdrawal on Form Funding Portal (and complete
Schedule D) promptly upon ceasing to operate as a funding portal. Withdrawal will be
effective on the later of 30 days after receipt by the Commission, after the funding
portal is no longer operational, or within such longer period of time as to which the
funding portal consents or which the Commission by order may determine as necessary
or appropriate in the public interest or for the protection of investors.

•

A Form Funding Portal filing will not be considered complete unless it complies with
all applicable requirements.

ELECTRONIC FILING – The applicant must file Form Funding Portal
electronically, and must utilize this system to file and amend Form Funding Portal
electronically to assure the timely acceptance and processing of those filings.

CONTACT EMPLOYEE – The individual listed as the contact employee must be
authorized to receive all compliance information, communications, and mailings, and
be responsible for disseminating it within the applicant’s organization.

FEDERAL INFORMATION LAW AND REQUIREMENTS
•

The principal purpose of this form is to provide a mechanism by which a funding portal
can register with the Commission, amend its registration and withdraw from
registration. The Commission maintains a file of the information on this form and will
make certain information collected through the form publicly available. The SEC will
not accept forms that do not include the required information.

•

Section 4A(a) of the Securities Act of 1933 [15 U.S.C. §77d-1(a)] and Sections 3(h) and
23(a) the Exchange Act [15 U.S.C. §§78c(h) and 78w(a)] authorize the SEC to collect
the information required by Form Funding Portal. The SEC collects the information for
regulatory purposes. Filing Form Funding Portal is mandatory for persons that are
registering as funding portals with the SEC.

•

Any member of the public may direct to the Commission any comments concerning the
accuracy of the burden estimate on this Form and any suggestions for reducing this
burden. This collection of information has been reviewed by the Office of Management
and Budget in accordance with the clearance requirements of 44 U.S.C. §3507. The
information contained in this form is part of a system of records subject to the Privacy
Act of 1974, as amended. The Securities and Exchange Commission has published in
the Federal Register the Privacy Act Systems of Records Notice for these records.

FILING INSTRUCTIONS

FORMAT

•

All fields requiring a response in Items 1-7 must be completed before the filing will be
accepted.

•

Applicant must complete the execution page certifying that Form Funding Portal and
amendments thereto have been executed properly and that the information contained
therein is accurate and complete.

•

To amend information, the applicant must update the appropriate Form Funding
Portal pages or Schedules.

•

A paper copy, with original manual signatures, of the initial Form Funding Portal filing
and amendments to Form Funding Portal and Disclosure Reporting Pages must be
retained by the applicant and be made available for inspection upon a regulatory
request.

DISCLOSURE REPORTING PAGES (DRP) – Information concerning the
applicant or associated person that relates to the occurrence of an event reportable
under Item 5 must be provided on the applicant’s appropriate DRP (FP). If an
associated person is an individual or organization registered through the CRD, such
associated person need only complete the associated person name and CRD number of
the applicant’s appropriate DRP. Details for the event must be submitted on the
associated person’s appropriate DRP or DRP (U-4). If an associated person is an
individual or organization not registered through the CRD, provide complete answers
to all of the questions and complete all fields requiring a response on the associated
person’s appropriate DRP (FP).

DIRECT OWNERS - Amend the Direct Owners and Executive Officers page when
changes in ownership occur.

NONRESIDENT APPLICANTS – Any applicant that is a nonresident funding
portal must complete Schedule C and attach the opinion of counsel referred to
therein.

EXPLANATION OF TERMS

GENERAL

APPLICANT - The funding portal applying on or amending this form.
ASSOCIATED PERSON - Any partner, officer, director or manager of the funding portal (or
any person occupying a similar status or performing similar functions), any person directly or
indirectly controlling or controlled by the funding portal, or any employee of the funding portal,
except that any person associated with a funding portal whose functions are solely clerical or

ministerial shall not be included in the meaning of such term for purposes of section 15(b) of
the Exchange Act (other than paragraphs (4) and (6) thereof).
CONTROL - The power, directly or indirectly, to direct the management or policies of the
funding portal, whether through contract, or otherwise. A person is presumed to control a
funding portal if that person: (1) is a director, general partner or officer exercising executive
responsibility (or has a similar status or functions); (2) directly or indirectly has the right to vote
25 percent or more of a class of a voting security or has the power to sell or direct the sale of 25
percent or more of a class of voting securities of the funding portal; or (3) in the case of a
partnership, has contributed, or has a right to receive, 25 percent or more of the capital of the
funding portal. (This definition is used solely for the purposes of Form Funding Portal).
CONTROL AFFILIATE – A person named in Item 4 or any other individual or organization
that directly or indirectly controls, is under common control with, or is controlled by, the
applicant, including any current employee of the applicant except one performing only clerical,
administrative, support or similar functions, or who, regardless of title, performs no executive
duties or has no senior policy making authority.

FOREIGN FINANCIAL REGULATORY AUTHORITY – Includes (1) a foreign
securities authority; (2) other governmental body or foreign equivalent of a self-regulatory
organization empowered by a foreign government to administer or enforce its laws relating
to the regulation of investment or investment-related activities; and (3) a foreign membership
organization, a function of which is to regulate the participation of its members in the
activities listed above.
FUNDING PORTAL - A broker acting as an intermediary in a transaction involving the
offer or sale of securities offered and sold in reliance on Section 4(a)(6), that does not,
directly or indirectly: (1) offer investment advice or recommendations; (2) solicit purchases,
sales or offers to buy the securities displayed on its platform; (3) compensate employees,
agents, or other persons for such solicitation or based on the sale of securities displayed or
referenced on its platform; or (4) hold, manage, possess, or otherwise handle investor funds or
securities.
JURISDICTION – Any state of the United States, the District of Columbia, the
Commonwealth of Puerto Rico, the U.S. Virgin Islands, any other territory of the United
States, or any subdivision or regulatory body thereof.
NONRESIDENT FUNDING PORTAL – A funding portal incorporated in or organized
under the laws of a jurisdiction outside of the United States or its territories, or having its
principal place of business in any place not in the United States or its territories.
PERSON - An individual, partnership, corporation, trust, or other organization.

SELF-REGULATORY ORGANIZATION (“SRO”) – A national securities association
registered under Section 15A of the Exchange Act or any national securities exchange or
registered clearing agency.
SUCCESSOR –A funding portal that assumes or acquires substantially all of the assets and
liabilities, and that continues the business of, a registered predecessor funding portal that
ceases its funding portal activities. See Rule 400(c) of Regulation Crowdfunding (17 CFR
227.400(c)).
2.
FOR THE PURPOSE OF ITEM 5 AND THE CORRESPONDING
DISCLOSURE REPORTING PAGES (DRPs) (FP)
CHARGED - Being accused of a crime in a formal complaint, information, or indictment
(or equivalent formal charge).
ENJOINED – Includes being subject to a mandatory injunction, prohibitory
injunction, preliminary injunction, or temporary restraining order.
FELONY – For jurisdictions that do not differentiate between a felony and a misdemeanor, a
felony is an offense punishable by a sentence of at least one year imprisonment and/or a fine
of at least $1,000. The term also includes a general court martial.
FOUND – Includes adverse final actions, including consent decrees in which the respondent
has neither admitted nor denied the findings, but does not include agreements, deficiency
letters, examination reports, memoranda of understanding, letters of caution, admonishments,
and similar informal resolutions of matters.
INVESTMENT OR INVESTMENT-RELATED – Pertaining to securities, commodities,
banking, savings association activities, credit union activities, insurance, or real estate
(including, but not limited to, acting as or being associated with a funding portal broker-dealer,
municipal securities dealer, government securities broker or dealer, issuer, investment
company, investment adviser, futures sponsor, bank, security-based swap dealer, major
security-based swap participant, savings association, credit union, insurance company, or
insurance agency).
INVOLVED – Doing an act or aiding, abetting, counseling, commanding, inducing,
conspiring with or failing reasonably to supervise another in doing an act.
MINOR RULE VIOLATION – A violation of a self-regulatory organization rule that has
been designated as “minor” pursuant to a plan approved by the SEC or Commodity Futures
Trading Commission. A rule violation may be designated as “minor” under a plan if the
sanction imposed consists of a fine of $2,500 or less and if the sanctioned person does not

contest the fine. (Check with the appropriate self-regulatory organization to determine if a
particular rule violation has been designated as “minor” for these purposes).
MISDEMEANOR – For jurisdictions that do not differentiate between a felony and a
misdemeanor, a misdemeanor is an offense punishable by a sentence of less than one year
imprisonment and/or a fine of less than $1,000. The term also includes a special court
martial.
ORDER – A written directive issued pursuant to statutory authority and procedures, including
orders of denial, suspension, or revocation; does not include special stipulations, undertakings
or agreements relating to payments, limitations on activity or other restrictions unless they are
included in an order.
PROCEEDING – Includes a formal administrative or civil action initiated by a governmental
agency, self-regulatory organization or a foreign financial regulatory authority; a felony
criminal indictment or information (or equivalent formal charge); or a misdemeanor criminal
information (or equivalent formal charge). Does not include other civil litigation,
investigations, or arrests or similar charges effected in the absence of a formal criminal
indictment or information (or equivalent formal charge).

File Type	application/pdf
File Title	Form Funding Portal
Subject	Date: 2015-10-01
Author	U.S. Securities and Exchange Commission
File Modified	2019-06-13
File Created	2016-05-16