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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 B — Securities, 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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