SEC securities Property Liens

[Douglas Vogel]

Hey guys,

I was curious, if you have an investor willing to lend money on an asset and take a second position lien, is that considered a security by the SEC? Or are you within your the laws to give a lien in return for funds without having to file any additional paperwork with the SEC? I know most people will not be lawyers and will advise to seek legal advice, but looking for a general consensus.

To your success!

-Doug

[Mauricio Rauld]

@Douglas Vogel if you are sticking to ONE investor and secured (better if 1st position), there is an argument to be made that you are OK under the family exemptions below.  the minute you have more than one investor, (ie: you fractionalize it) you will be considered offering securities.

Under Reeves, The following is a list of notes that have judicially been determined to fall outside the definition of a “security”:

(i) a note delivered in consumer financing;

(ii) a note secured by a mortgage on a home;

(iii) a short-term note secured by a lien on a small business or some of its assets;

(iv) a note evidencing a character loan to a bank customer;

(v) a short-term note secured by an assignment of accounts receivable;

(vi) a note which simply formalizes an open-account debt incurred in the ordinary course of business (particularly if, as in the case of the customer of a broker, it is collateralized); and

(vii) a note evidencing loans by commercial banks for current operations.