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[H1522]How To Raise Capital
by Daniel Millions, Dan

A company can raise capital by going public. When a company goes public, it means that the company is no longer a privately owned company. Instead, a company that goes public will give up equity in the company and offer that percentage for sale. An investment firm or stock exchange will make the sale of the company's stock to the public. Investors make a profit from buying and selling company stocks.

A company must be prepared to go public. During the pre-filing period, a company should inspect its corporate organization, operations, personnel and governance. Tasks related to the company's stock structure, articles of incorporation, relocation and intellectual property should be identified and executed. Other considerations that require attention are related to legal issues, loans, borrowing money, mergers, acquisitions and stock issuances. During this period, it is important to strategize the pre-filing publicity campaign. The company should become familiar with the registration statement.

Accurate and timely accounting procedures are an important factor in going public. Companies must provide financial statements that are reviewed and audited according to SEC requirements and any other necessary related documents. The amount of revenues made will determine how many years back that the company must provide in financial statements.

A company has the opportunity to develop its own stock symbol. When a registration statement is declared effective, the company can be identified in its stock listing by the stock symbol. The stock symbol may not have any similarities with the company logo or name. A company may change its name or stock symbol in its listing at a future date.

In order to go public, a registration statement must be filed with the SEC. When the SEC declares that a registration statement is effective, the waiting period is over. When a company goes public through a reverse merger, it may take as little as two months while going public directly can take up to six months. Once a registration statement is declared effective, it goes through the post effective period.

A business may go public during its start up phase if it shows that it has enough potential for significant growth and a profitable valuation to gain the underwriting services of an investment firm. Such a start up company can gain the capital it needs to become a successful business. It is important to find an investment firm that caters to similar sized companies and has experience with such companies.

Public companies have greater market value than privately owned companies. With a public company, it becomes easier to raise a substantial amount of capital both privately and publicly because of the added prestige. When a company sells company stock, it can use the financing to expand the company or enable the company to participate in more marketing activities. The capital may fund inventory, research and development or be added to the accounts receivable.

The extra attention can give a company a much needed boost into the public eye and pocket. Going public adds value to a company, which makes it much easier tor a company to raise capital for different purposes.


A stock purchase agreement is an agreement entered into by a seller and a purchaser on a fixed date in order to transfer stocks held by the former to the latter. It should be dated and signed in the presence of witnesses. The name of the corporation of which the stock is being sold and which has a market value should be specified in the agreement. In addition, there is to be agreement as to the intention of the purchaser to buy the stock for a mutually arrived at price governed by covenants and agreements as arrived at within contract.

There must be agreement as to the terms and conditions which are contained within the stock purchase agreement, which at the close of the transaction means that the seller will transfer and deliver to the purchaser all certificates representative of the stock sold and that the purchaser shall pay the mutually agreed price as consideration for the stock being bought. This means that the certificates of the stock being sold shall be duly endorsed for transferring the stock or that stock transfer powers will be duly executed in blank, and in either case the signatures of all the parties will be duly given along with any transfer tax stamps, the cost of which will be borne by the seller.

And, in addition, the place, time and date of the closing of the transaction will be specified by the parties to the agreement. The full consideration as well as the mode of payment will be specified in the agreement.

Furthermore, the seller will warrant that the corporation is of impeccable standing, in valid existence and is properly organized under the laws of the state and has the corporate right to continue with the business to which it is ascribed. Besides this, the seller should be the legal owner of the stocks being sold and that the seller is not party to any third party being owner of the said stock. The seller warrants that no act, either of commission or omission, shall render the agreement open to a valid claim against it for payments such as brokerage commissions, finder's fee or other related payments connected to the completion of the contract.

The agreement should be complete in all respects and that it supersedes all previous agreements and understandings whether they are written or oral, between the parties to the contract. The agreement shall also be governed by the laws of the state in which the agreement is being entered into. Finally, the agreement shall be signed and witnessed on a given date in order to be legal and fully executed.

To complete the agreement, the consideration or purchase price for the stock being sold shall be the sum of money that is specified as being the final amount that is to be paid to transfer the stock into the hands of the purchaser. The stock purchase agreement shall also specify the mode of payment which may include a sum of money to be paid at the time of execution of the agreement as well as an amount of money to be paid at the closure of the agreement.

Getting all the necessary details regarding the purchase may become very complex and subjective. But, with the availability of professionally made quality documents, it might just be well worth the price to use these pre-drafted documents rather than try and develop one from scratch, which may not meet all legal aspects as required by the conditions of the contract. In any case, drafting a stock purchase agreement for oneself may become more costly and less effective than one that has already had the necessary groundwork done and that will fit the bill more completely.
Article Source : Pg. 62

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Both Daniel Millions & Wade Anderson are contributors for EditorialToday. The above articles have been edited for relevancy and timeliness. All write-ups, reviews, tips and guides published by EditorialToday.com and its partners or affiliates are for informational purposes only. They should not be used for any legal or any other type of advice. We do not endorse any author, contributor, writer or article posted by our team.

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