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Series 63: Regulation of Securities & Issuers
Series 63 practice questionmediumNovel instruments: crowdfunding

A junior banker is evaluating a new client raising funds via a crowdfunding platform. Investors purchase units that entitle them to a share of profits, but no voting rights or management involvement. For state registration purposes, these units are:

  1. ANot securities, because crowdfunding is not covered by the USA
  2. BSecurities, as they are investment contracts under the USA✓ Correct answer
  3. CSecurities only if the platform is registered with the SEC
  4. DNot securities, because investors do not control the enterprise
Explanation

Why BSecurities, as they are investment contracts under the USA

Regardless of platform, if an instrument involves an investment of money in a common enterprise with profits from others’ efforts, it is an investment contract and thus a security (USA 401(13)). SEC registration of the platform is not determinative; lack of investor control supports the security definition. A and D are incorrect.

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