Equity Investing online Guide


Equity Crowdfunding

The crowdfunding is a a particular type of alternative financing that allows entrepreneurs who have projects and needs, but - respectively - not all the funds to realize or satisfy them, to try to access third party economic resources through specific online platforms, offering their supporters rewards of a financial or non-financial nature.

Equity Crowdfunding is a form of investment that allows investors to finance start-ups and SMEs set up as Capital Companies, through online portals authorized by Consob, by providing a financial contribution in exchange for equity holdings of the same companies with capital and administrative rights.

The equity-based model therefore provides for financing to take the form of venture capital and for the investor to become a full partner in the company proposing the entrepreneurial project.

For security reasons it has been established that the management of portals is reserved to two categories of subjects: the subjects authorized by Consob, registered in a special register kept by the same Authority, or banks and investment firms (SIM), already authorized to provide investment services.

The Italian regulation of the Crowdfunding Equity Institute

Italy was the first country in the European Union to adopt a specific body of legislation to regulate the phenomenon of Equity Crowdfunding through the enactment of Decree Law no. 179 of 18 October 2012 (the so-called "Decreto crescita bis") and the completion of Consob Regulation no. 18592 of 26 June 2013.

With the subsequent Decreto-Legge of 24 January 2015 n.3 (the so-called "Investment Compact") the possibility to raise venture capital online through authorized platforms is extended to Innovative SMEs and, with the 2019 Budget Law, to all SMEs.

The proposing company, through the implementation of a paid capital increase, through the issue of new shareholdings, offers the subscription of the same to third parties by means of online portals.

To learn more: Regulation on raising venture capital online, Consob.

Manager's obligations

The Consob Regulation of 26 June 2013 n.18592 and subsequent amendments and additions, has governed the obligations that each operator, the owner of the portal, is required to comply with in the performance of its activities.

Doorway S.r.l., through its authorized Portal:

Work with diligence, fairness and transparency in such a way as to avoid any conflicts of interest that may adversely affect the interests of investors and offerors.

Makes available to investors in a detailed, fair, clear, unambiguous and unbiased manner all information concerning the offer which is provided by the offeror so that they can reasonably and fully understand the nature of the investment, the type of financial instruments offered and the risks associated with them and make investment decisions in an informed manner.

Calls investors' attention to the desirability of investing in high-risk financial assets to be adequately matched to their financial capabilities.

Make sure that the information provided through the portal is up to date and accessible for the twelve months following the closing of the offer and for the following five years at the request of interested parties.

For further details on the individual obligations of Doorway S.r.l. please refer to Title III of the Consob regulation, articles no. 13, 14, 15, 17, 18, 19, 20 and 21.

Risk

Risk of loss of invested capital

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The regulation of the Equity Crowdfunding allows you to subscribe only equity instruments of equity of startups and SMEs, it is therefore risky investments because when you buy "equity securities" you become a partner of the offering companies and you participate in the economic risk associated with the conduct of business, this implies the possibility for investors to lose the entire invested capital.

It is therefore advisable to invest only the sums for which it is believed that it can bear the full loss.

In addition, with reference to the investor's entire portfolio, diversification is always a wise rule: in view of its high riskiness, investing in Equity Crowdfunding should represent a limited percentage of the overall portfolio.

Illiquidity risk

The financial instrument of participation in the capital of a startup or an SME is not traded on regulated markets where a large part of the supply and demand for securities is channelled.

These instruments therefore have a higher degree of illiquidity as they may encounter various difficulties when sold:

  • Difficulty to find a counterparty interested in the purchase;
  • Difficulty to negotiate a transfer price that represents the actual value.

Liquidity facilitated by Doorway's "Private Deals" section

 

The risk of illiquidity is linked to the prohibition to exchange equity instruments in venture capital of startups and SMEs on regulated markets and to the fact that there is no so-called "secondary market" organized in which it is possible to make the purchase and sale once the instruments have been subscribed through the direct heading.

The offer of Equity Crowdfunding portals can in fact be a 'subscription only' offer, i.e. newly issued financial instruments.

Remains the possibility of buying and selling between private individuals, in compliance with the rules established for individual cases.

On October 10, 2019, the Commission Resolution on the Amendment of Consob Regulation no. 18592 of June 26, 2012 on the raising of capital through online portals to comply with the changes introduced by the 2019 Budget Law was published. In particular, Art. 25-bis "Electronic bulletin board", in order to facilitate the demobilization of the investment made through crowdfunding platforms, on the model of what has already been implemented in other EU Member States and in coordination with the proposals under discussion at European level, introduces a provision aimed at enabling portal operators to set up - as part of their main activity - an electronic bulletin board for the publication of expressions of interest in the purchase and sale of financial instruments, which have been the subject of bids successfully concluded as part of a crowdfunding campaign carried out on their portal.

Doorway in this regard, we provide a section called "Private Deals" where the registered investor can inform other investors of his intention to sell all or part of his shareholding in one or more companies in which he has invested through the Platform. It is not possible for an investor to give notice through this section of his or her intention to dispose of holdings other than those of companies that have campaigned on the Platform, nor to give any other type of information.

This section is only visible to investors registered on the Platform who have made at least one investment on the Platform, or to those users registered on the portal who have not participated in a campaign but have nevertheless completed the MiFID appropriateness questionnaire, and is a mere "bulletin board" that can only be used by such persons and is simply made available on the Doorway portal, without Doorway having any further operations other than making it available to the aforementioned persons.

To learn more about: Resolution no. 21110, Amendments to Consob Regulation no. 18592 of 26 June 2013 on raising risk capital through online portals and subsequent amendments and additions (Crowdfunding Regulation) to adapt to the changes introduced by the 2019 Financial Statements Law.

Investor Education

Doorway aims to ensure that investors understand the characteristics and risks involved in investing in venture capital for start-ups and SMEs.

In this regard, before the investment, each investor is obliged to read the information provided by the portal and the materials concerning the investor education  provided by Consob.

In order to perfect the investment, the investor is also required to complete the MiFID questionnaire, through which the investor's compliance with the Platform will be acknowledged.

A score that does not comply with the risk level of the offers on the portal does not preclude the investor from investing.

To learn more: Consob presentation: Equity Crowdfunding, what you absolutely must know before investing in an innovative startup through online portals.

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Fiscal benefits

Innovative startups and innovative SMEs

 

Art. 29 of Legislative Decree 18/10/2012 n.179 (conv. L. 17/12/2012) provides a favorable regulation that allows IRPEF taxable persons and IRES taxable persons to deduct or deduct the amounts invested in innovative startups.

The favorable fiscal discipline provided for entities investing in innovative startups has been modified and made permanent since 2017 (art. 1 Law 232/2016; press release MEF 2/10/2017) and authorized by the European Commission (SA 47184 18/09/2017).

By virtue of the Decree of 7 May 2019 of the MEF which implements the indications set out in the authorization of the European Commission of 17 December 2018, the tax benefits are also extended to investments made in innovative SMEs.

In particular, the legislation provides:

  • For the subjects IRPEF a deduction from the gross tax equal to 30% of the sums invested in the share capital of innovative startups or SMEs, the maximum deductible investment may not exceed the amount of 1,000,000 euros, for each tax concessionary period, for a maximum achievable saving of 300,000 euros per year. For partners in general or limited partnerships, the amount to be deducted is determined in proportion to their respective shares in profits.

If the deduction exceeds the gross tax, the excess can be deducted within the next 3 years.

  • For IRES a deduction from income equal to 30% of the sums invested in the share capital of innovative startups or SMEs, the maximum deductible investment may not exceed, in each tax period, the maximum amount of 1.800,000 euro and implies a maximum annual IRES saving of 129,600 euro (considering the IRES rate at 24%).

If the deduction is greater than the total declared income, the excess can be counted as an increase in the amount deductible from the total income in subsequent tax periods, but no more than a third, up to the amount of the deduction.

Indirect investments, i.e. investments made through the Special Purpose Vehicle Company, also benefit from the above mentioned tax benefits.

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Fiscal benefits summary table
 Deductions / DeductionsMaximum investment ceiling
Physical persons (IRPEF taxable persons)30% investments in Innovative Startups and SMEs.1,000,000 euros per year
Legal persons (IRES taxable persons)30% investments in startups and innovative SMEs.1,800,000 euros per year