Can I Sell Access to an Online Academy as Shares That May Increase in Value?

Question from Jac, Can I Sell Access to an Online Academy as Shares That May Increase in Value?

Answer from AI:

The concept you’re describing, selling access to an online academy in a “shares structure” where the value of the shares may increase based on demand, is a complex one that intersects with several areas of law, including securities law, contract law, and potentially others.

Securities Law Considerations

Under U.S. law, the Securities and Exchange Commission (SEC) regulates the sale of securities, which includes stocks, bonds, and other investment contracts. The definition of a security is broad and could potentially include the “shares” you’re describing, especially if they’re marketed or treated as an investment that could increase in value.

The SEC uses the Howey Test, from the Supreme Court case SEC v. W.J. Howey Co., to determine whether a transaction involves an investment contract. The test asks whether there is an investment of money in a common enterprise with an expectation of profits predominantly from the efforts of others. If your “shares” meet this definition, they could be considered securities and subject to SEC regulations.

Contract Law Considerations

From a contract law perspective, you would need to clearly define the terms of the membership, including what rights and obligations members have, how the price of the “shares” can change, and how members can sell their “shares” to others.

Recommendations

Given the complexity of these issues, it’s highly recommended that you consult with a legal professional who can provide personalized advice based on your specific situation. They can help you understand the potential legal implications of your plan and how to structure it in a way that complies with all relevant laws and regulations.

Here are some general steps you might take:

1. Consult with a lawyer who specializes in securities law and/or contract law.
2. Clearly define the terms of the membership and the “shares” structure.
3. Ensure that your plan complies with all relevant laws and regulations, including SEC regulations if your “shares” are considered securities.
4. Consider other potential legal issues, such as tax implications and liability concerns.

For more information, you can visit the SEC’s website on going public and the Legal Information Institute’s page on contract law.

Please note that this information is general in nature and not intended as legal advice. Always consult with a legal professional for advice tailored to your specific circumstances.