Introduction
FiSMA's mission is to promote enterprise in the UK. It provides a framework for entrepreneurial companies (and/or their advisers) to communicate with investors.
FiSMA operates as an Exempt person helping the dilemma of how an entrepreneur and/or their adviser can communicate with investors without falling into trouble with the law. It is a criminal offence to communicate, in the course of business, an invitation or inducement to engage in investment activity. This Financial Promotion Restriction does not apply, within limits, to Exempt or Authorised persons. As an additional layer of regulatory compliance access to FiSMA (with the exception of prospectuses) is limited to self-certified sophisticated and high net worth investors.
FiSMA is run on a not-for-profit basis although it does seek to recover reasonable costs.
Investors register with the web site free of charge. The registration procedure includes a statement for self-certifying as either a High Net Worth or Sophisticated Investor. If investors feel competent to agree to one of these statements they are able to view all prospectuses, executive summaries, business plans and other supporting documents. (Investor Definitions.)
Investors, once registered and self-certified will receive, via email, a High Net Worth or Sophisticated Investor certificate depending on which statement they agreed to. These certificates which are both email and printer friendly are valid for one year and can be easily renewed via the FiSMA web site.
Companies, having completed a simple on line registration process, are able to display documents on the FiSMA web site, for varying periods of time. The fees for this are set out in the terms and conditions. (View price list.) These documents typically take the form of executive summaries, business plans, company brochures and prospectuses. Remember though that an offer to the publi of transferable securities is governed by the law relating to prospectuses. There are various exemptions and probably those most relevant to FiSMA users are (i) offers of less than Euro 2.5 m (approximately £1.7 m) or (ii) minimum subscription of at least Euro 50,000. Companies may independently post these documents on the web site or post them with the assistance of a Corporate Adviser, Solicitor or Accountant. (Company definitions.)
Corporate Advisers, Solicitors or Accountants can similarly use the web site to communicate their client's business and investment proposals (subject always to the prospectus law limitations) to appropriate FiSMA registered investors in return for a small document display fee. (View price list.) There is no limit to the number of client companies that an Adviser can display at any one time. For each of their client companies Advisers have a choice either to display their own contact details (which might suggest they are arranging the deal and so is more appropriate for Authorised Persons) or their client's contact details on their client's web page. (Adviser definitions.)
Advisers, if they wish, may place an advertisement for their services, which takes the form of their logo, a short explanatory text and a link to their own web site, on FiSMA. Adviser advertisements are listed alphabetically and searchable by geographical locations. (Adviser locations.) Placement of these advertisements is free of charge.
The FiSMA web site is intended to be complementary to and not a substitute for suitably qualified advisers who market securities and give investment advice. FiSMA's policy is to encourage all companies raising capital to employ suitably qualified advisers but do not insist on it on the basis that we appreciate early stage companies do not always have the resources to do so.
All users of this web site are subject to the FiSMA Terms & Conditions.
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