EUROPEAN CROWDFUNDING LICENSE. PAN-EUROPEAN CROWD FINANCING

Crowdfunding platforms are intermediaries helping investors and lenders finding businesses need financing and helping businesspeople to rise the capital. Crowd financing is the modern alternative to traditional bank financing and best solution to SME or start-up financing.

EU Regulation on European Crowdfunding Service Providers (ECSP) adopted in October 2020 predicts crowdfunding boom in continental Europe. Regulation creates common crowdfunding rules and single licensing procedure in all European Union and European Economic Area (EU/EEA) helping crowd financing function more smoothly all across Europe. The aim of the new regulation is to support cross-border funding and improve access to this innovative form of finance for small medium enterprises (SMEs) and start-ups. European banks and other traditional lenders are not able to finance all the businesses because of the risk regulations and other risk mitigation and regulatory restrictions. Crowdfunding platforms provide a marketplace for other lenders to fill the gaps in business financing. Interest rate paid by the crowdfunding and P2P financing platforms to the investors is usually higher than paid by traditional finance institutions. Crowdfunding is ideal financing tool for start-up financing letting lenders to get the share in start-ups, lend them through loan agreements, securities and token issues.

Rise of capital through loan agreements, bonds, stocks other securities and Token offerings

Licensed Crowdfunding platform operators are permitted to finance their client companies through crowdfunding platforms using different instruments: (i) loan agreement; (ii) issue of debt securities (i.e. bonds); (iii) issue of equity securities (i.e. shares); (iv) assignment of claim rights deriving from existing credit agreements. Modern instruments like Token Offering and Security Token Offering STO can be used in order to raise the capital for investment project through licensed crowdfunding platforms. Securities issued by licensed crowdfunding platforms are allowed for distribution in all European market allowing to attract capital from all around EU/EEA.

Pan-European Crowdfunding license under the new Regulation for all EU/EEA area

Lithuania currently is one of few EU Member States having national crowdfunding regulation. Modern Lithuanian Crowdfunding Law creates clear and transparent regulation. Current Lithuanian national crowdfunding regulation regime meets all the requirements of new European Regulation allowing automatic transformation of Lithuanian national crowdfunding license into the pan-European licenses after the new Regulation will come into the power. It allows to start EU crowdfunding licensing process in Lithuania immediately without waiting for a year until European regulation will come into the power. Lithuania is expected to be one of the first  EU/EEA jurisdictions adopting coming new European Crowdfunding Regulation in to the national legislation creating fully passportabe pan-European Crowdfunding license. All the applicants currently applying for the license in Lithuania may consider further pan-European reach of the Lithuanian license.

The capital requirement for the Crowdfunding platform operator amounts to EUR 40,000.

Requirements depending on the value of crowdfunding transaction

Simplified project owner information disclosure requirements are applicable for the crowdfunding transactions amounting less than EUR 100 000 in 12 months.

The crowdfunding project owner willing to enter into financing transactions for the total amount up to EUR 1 million in 12 months can issue the securities without publishing the security issue prospectus.

The project owner willing to enter into financing transactions for the total amount from EUR 1 million to EUR 8 million must draft a memorandum disclosing only the basic information about the project owner and crowdfunding project.

Projects over EUR 8 million need to issue and registering securities and prepare securities issue prospectus.

Licensed crowdfunding platform operators are considered as licensed financial advisory firms and do not require additional licensing. Crowdfunding Platform Operators may provide following investment advisory services for investors (i) reception and transmission of orders and (ii) investment recommendations.

More about FinTech licensing. 

More about ECOVIS experience. 

Kęstutis Kvainauskas

Lawyer, attorney at law, partner of the law firm.

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