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Friends and family

Money from people you know, as a loan, convertible debt or shares, usually at the very start. Quick and flexible, but even a small round is usually a securities offering, and a failure can strain relationships.

E1 · Light dilutionRegulation dependsLast checked: October 17, 2026Something wrong or out of date?
Cost band
E1
Light dilution
Speed
Weeks
Amount
Varies
Term
For a loan, as agreed; for shares, no repayment, with investors hoping for a return on a sale or listing
Ownership
Loans, or shares if you choose
Security
  • No security

How it works

Many founders start with their own savings and money from their personal network. According to the SEC, friends and family usually invest at the pre-seed or seed stage, directly in the company, and deals tend to be the smallest, around $10,000 to $50,000. The money can be a loan, convertible debt or equity. Most friends and family invest because of their relationship with you rather than industry knowledge, so the SEC says founders should take care to explain the risks clearly, including what happens if the business fails.

It is usually a securities offering. Selling shares, convertible notes or other investments, even to relatives, must be registered with the SEC or fit an exemption, whatever the round is called. Common choices:

  • Rule 506(b): no public advertising. Any number of accredited investors, and up to 35 investors who are not accredited in any 90 days; each must be able, alone or with an adviser, to judge the risks. If anyone who is not accredited invests, you must give them disclosure documents similar to a Regulation A offering, including financial statements.
  • Rule 504: up to $10 million in 12 months, but you must also comply with the securities laws of each state where you offer or sell.

Either way, file a Form D on the SEC's EDGAR system within 15 days of the first sale (no SEC fee), and check state notice filings. Anti-fraud rules apply to anything you say to investors, in writing or out loud.

Loans from family: a loan is simpler than selling shares, but put it in writing, with the amount, interest rate and repayment dates. If the loan charges no interest or less than the IRS's applicable federal rate, tax rules can treat the missing interest as a gift or other payment and as interest income for the lender. Gift loans between individuals of $10,000 or less in total are exempt from those rules in many cases.

Upsides and downsides

Upsides

  • Often quick and on flexible terms
  • People who know you may back you before you have sales
  • Can be a loan, so you need not give up ownership

Downsides

  • Small amounts compared with angels or venture capital
  • Securities rules still apply, with paperwork and filings
  • Mixing money and relationships can cause conflict

Risks

  • Relatives and friends can lose money they cannot afford to lose
  • A badly documented deal can lead to disputes over who owns what
  • If the offering breaks the registration rules, investors may have a right to their money back with interest (rescission)

What it costs

How it is priced
Interest on a loan, or a share of the company for equity, agreed with the people you know
Costs that are easy to miss
  • Legal fees for loan papers or investment documents and securities compliance
  • State filing fees for securities notices
  • Strain on relationships if things go badly

The SEC says friends and family deals tend to be around $10,000 to $50,000.

Selling shares? Ownership after each round: see what you would own after each round

Does it fit?

Could fit when

  • You are at the very start and need a small amount

Unlikely to fit when

  • You need more than people you know can provide
  • Your friends and family cannot afford to lose the money
  • You have not explained the risks, including that the business may fail

Who can use it

  • Business types: Sole proprietorship, Partnership, LLC, S corporation, C corporation, Benefit corporation, Cooperative
  • Open to businesses with no sales yet
  • Shares or other investments must be sold under a securities exemption, such as Rule 506(b) or Rule 504
  • Investors who are not accredited must be able to judge the risks, and be given disclosure documents under Rule 506(b)

Am I ready?

What a provider is likely to ask for. Tick what you have. Your ticks stay in this browser and nothing is stored. Checklist for all private equity investment

Ready

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Next to prepare
  1. Written terms
  2. Risks explained
  3. Securities exemption chosen

Regulation and protections

Regulation depends

Regulators: U.S. Securities and Exchange Commission (SEC); State securities regulators; Internal Revenue Service (IRS).

Who runs it: Private providers, nationwide.

Selling shares or convertible notes is a securities offering, so federal and state securities laws apply, including anti-fraud rules. A loan is a private contract, and IRS rules apply to interest-free or low-interest loans.

Types of provider: Friends, family and others you know personally.

Also consider

Compare these side by side

What has changed

No changes since this page was published. It was last checked against its sources on October 17, 2026.

Every change across the site

Sources

  1. SEC: Early-stage investors (friends and family, angels, venture capital) · checked October 17, 2026
  2. SEC: Private placements, Rule 506(b) · checked October 17, 2026
  3. SEC: Exemption for limited offerings not exceeding $10 million (Rule 504) · checked October 17, 2026
  4. SEC: Exempt offerings (Form D) · checked October 17, 2026
  5. SEC: Consequences of noncompliance (rescission) · checked October 17, 2026
  6. IRS Publication 550 (2025): Investment Income and Expenses (below-market loans) · checked October 17, 2026

Something wrong or out of date?

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