In recent years, interest in investment clubs has grown tremendously. This Financial Guide tells you what you need to know about investors' clubs before getting involved with one.
An investment club is a group of people who pool their money to make investments. 通常，投资俱乐部是合伙组织的. 成员学习后 different investments, the group decides to buy or sell based on a majority vote. Club meetings can be educational in nature, and each member may actively participate 在投资决策中.
可能适用的SEC法律
投资俱乐部通常不需要注册, or to register the offer and sale of their own membership interests, 与证券交易委员会. 但由于每个投资俱乐部都是独一无二的, each club should decide if it needs to register and comply with securities laws.
We'll discuss two securities laws that might apply to investment clubs:
- Under the Securities Act of 1933, membership interests in the investment club may be securities. If so, the offer and sale of membership interests could be subject to Federal regulation.
- 根据1940年的投资公司法, 投资俱乐部可能是一家投资公司, 并受监管.
1933年证券法要求注册时
Since the 1933 Securities Act requires registration of the offer and sale of most securities, the investment club must register if its membership interests are "securities." 一般, a membership interest is a security if it is an "investment contract."
一般, a membership interest is an investment contract if members invest and expect to make a profit from the entrepreneurial and managerial efforts of others.
提示： If every member in an investment club actively participates in deciding which investments to make, membership interests in the club would probably not be considered securities. 另一方面, 如果俱乐部有不活跃的成员, 它可以被认为是在发行证券.
Sometimes offers and sales of securities do not have to be registered because they are exempt under the law. 例如，非公开发行就不受限制.
When Registration Is Required 根据1940年的投资公司法
An investment club must register 与证券交易委员会 as an investment company under the Investment Company Act of 1940 if all of the following three apply:
- 俱乐部投资证券，
- The club issues membership interests that are securities (see above), and
- The club is not able to rely on an exclusion from the definition of "investment company."
例子: A "private investment company" may not need to register 与证券交易委员会. 要符合私人投资公司、投资俱乐部的资格:
- Must not make, nor propose to make, a public offering of its securities, and
- 会员人数不能超过100人.
An announcement that a club is looking for new members might be considered a public offering, 但分析是在个案的基础上进行的.
提示： An attorney with experience in securities law can help the club determine whether its membership interests are securities, and whether the club is making a public offering of those securities.
1940年《手机赌博软件》的适用性
If an adviser is compensated for providing advice regarding the club's investments, the adviser may need to register under the Investment Advisers Act of 1940. 同样,如果 one person chooses investments for the club, that person may have to register as an 投资顾问.
在一般情况下, a person who has $25 million or more in assets under management is required to register 与证券交易委员会 under the Investment Advisers Act of 1940.
A person managing less than $25 million may be required to register under the securities laws of the state or states in which the adviser transacts business.
Neither the Investment Advisers Act of 1940 nor many state laws require registration for advisers with small numbers of clients.
适用的州法律
州证券法可能与联邦证券法不同. To learn more about the laws in your state, call your state securities regulator. 要获取您所在州的电话号码，请访问 北美证券管理员协会 (NASAA)网站.
提示： It is a good idea to seek the advice of a securities attorney or to contact the securities regulator for the state in question before getting involved with an investment club.