The s708 caps in practice

Without a disclosure document a company can issue to at most 20 non-exempt investors, or raise $2 million from them, in any rolling 12 months, counted across every raise the company has run and counted when shares are issued, not when offers go out. Certified sophisticated, professional and wholesale investors sit outside both caps, judged on the day the offer was made: a certificate live that day keeps the issue out of the count after it lapses, and one dated after the offer never takes it out. A certificate lasts two years from its date. Shares issued for no consideration, a bonus issue recorded at a price of 0, are disregarded. A bare trust counts its beneficial members against the caps, not its trustee, so a trust is asked whether it holds as bare trustee and a bare trust's members must be recorded before it can be allocated to. The Investor checks tab, under Investors, counts all of this live.