What is the '2000 Investor Limit'

This Securities & Exchange Commission (SEC) stipulation requires a company that exceeds 2,000 individual investors with more than $10 million in assets to file its financials with the commission. According to SEC rules, such a company has 120 days to file following its fiscal year's end.

BREAKING DOWN '2000 Investor Limit'

The 2,000 investor limit or rule is a key threshold for private businesses which do not wish to disclose financial information for public consumption. Congress raised the limit from 500 individual investors in 2016 as part of the the Jumpstart Our Business Startups Act (JOBS) and Title LXXXV of the Fixing America’s Surface Transportation Act (FAST). The revised rules also specify a limit of 500 persons who are not accredited investors before public filing is required.

The prior threshold had been 500 holders of record without regard to accredited investor status. Congress began debating an increase in the limit in the wake of the 2008 recession and an explosion in online businesses, some of which complained that they were growing so fast that the disclosure rules had become a burden at too early a stage of their lifecycle. The JOBS Act also set up a separate registration threshold for banks and bank holding companies, allowing them to terminate the registration of securities or suspend reporting if that class of shares is held by less than 1,200 people.

Crowdfunding Connection

The JOBS Act revisions to SEC rules helped facilitate the growth of crowdfunding platforms, which are able to raise money from individual investors online without providing detailed financial data. The rules established limits on how much individuals can invest in SEC-approved crowdfunding platforms as a percent of the lesser of their annual income or net worth

The individual limits for crowdfunding, through an investment portal approved by the SEC, as of May 2017:

If either your annual income or your net worth is under $107,000, during any 12-month period, you can invest up to the greater of either $2,200 or 5 percent of the lesser of your annual income or net worth. 

If both your annual income and net worth are $107,000 or more during any 12-month period, you can invest up to 10 percent of your annual income or net worth, whichever is less, not to exceed $107,000. 

These calculations don't include the value of your home. FINRA has all the details on crowdfunding and income limits plus some tips on how to protect yourself.

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