It's a new way to fund startups using "the wisdom of the experts." Clubs dive deeply into topics like Cryptocurrency or 3D Printing, or unite Members around causes they care about, such as MIT Alumni or Women-Led Startups.
Backers make reservations to invest in startups
funded by the Club (on the same terms as Club Members), when the
Learn about Backers
Members - often experts in the Club's focus - combine forces to find,
vet, fund and help worthy startups.
Learn about Members
Backers get into the same deals - and invest on the same terms - as respected domain experts. Want to invest in 3D printing but don't know enough about the industry specifics? Then back the collective wisdom of 3D printing professionals.
Club Members combine forces to be stronger and smarter than solo investors. Finding great companies, vetting, raising funds, and establishing their brand is a full-time job for professional investors. Clubs allow those of us who are too busy to make investing our full-time job have a shot at being good at it.
The importance of investor brand is often overlooked by those more familiar with the public markets. Successful private investors must convince founders of good startups to accept their money. If you are a founder of a medical device startup, who are you more likely to let invest? A doctor in Iowa, or the Medical Device Club of 50 doctors? Which is more prestigious? Which could lead to more sales?
Yes! Anyone can start their own Club in a few minutes. As Club Moderator, you'll be responsible for choosing an investing focus, recruiting domain experts to be Members, and setting the rules. When the Club is operating, you'll be ultimately responsible for the Club's credibility, and have final say on all major decisions.
Learn about Moderators
Backers get into the same deals - and invest on the same terms - as respected domain experts. Want to invest in 3D printing, but don't know enough about the industry specifics? Then back the collective wisdom of 3D printing professionals.
Backers are expected to invest in most of the startups that reach the Club's
Backers electronically sign an investment contract with one click of a button.
Yes. Backers can unback a Club anytime with a click of a button.
Yes. You can increase or reduce your desired investment on any deal.
Yes. Due to legal restrictions, some investing entities may only be able to accept 95 investors, and your desired investment may be cancelled. In other cases, the
No. The Club must reserve at least 25% of the
First,
The Club Moderator approves the Sponsor and sends the startup to the Members.
Club Moderators have the authority to fund a Startup that fails to meet the Funding Threshold. If this happens, it will be disclosed.
Group decision making can be tricky if not handled carefully. Clubs are designed with three safety precautions:
This depends on the type of fundraise. For Regulation D investments, Backers invest in a WeFund SPV: a special purpose LLC that is created specifically for each investment. This fund then invests in the company.
The WeFund is managed by Wefunder Advisors, a wholly-owned subsidiary of Wefunder. All Sponsors, Moderators and Members of a club are independent contractors of Wefunder Advisors.
The Sponsor is the primary contact with the Startup Founder and typically has the best information. The WeFund will usually vote with the Sponsor unless there is a conflict of interest or other exceptional circumstance.
Backers pay 5% to 25%
There is no management fee. However, the Wefund SPV costs up to $7,500 to cover operating expenses over its lifetime. This $7,500 will be deducted pro-rata from all investors who contribute to the investing vehicle (including both Backers and Club Members who have invested).
In most cases, none. Your voting and information rights are proxied to Wefunder and the Sponsor, who act on your behalf as a fiduciary. High-quality startups would refuse to raise on Wefunder if they were required to deal one-on one-with hundreds of online investors for every major decision.
Wefunder - relying heavily on the advice of the Sponsor - will determine when the securities are sold and returns distributed. As a fiduciary, our goal will be to maximize returns.
It could be a very long time, and maybe never! It took the early investors in Harmonix (creators of Guitar Hero) over 10 years to earn a return. You are usually waiting until the company goes public or is acquired. That takes a while.
As an Investment Advisor, we're not allowed to offer tax advice. If you invest via a Wefund SPV, you'll receive a single K-1 each year. Your accountant can offer more specific advice.
Sponsors, Members and Moderators must all abide by the Code of Ethics, which requires disclosure of any existing relationship - financial or otherwise - with a startup being funded by the Club.
All disclosures will be viewable by Backers.
No. You can back a Club no matter how wealthy you are. However, you may not fund a startup sent to Backers unless you qualify under Federal Law.
Under current federal regulations most startups may only be funded by
If you are not an
Yes, if legal in your country. You may wire funds if you do not have a U.S. bank.
You may lose all your money. Never invest more than you can afford to lose. You should treat startup investing as "socially good" lottery tickets. Please read a more complete guide at Risks.
Successful startup investing relies foremost on getting access to the best companies, either by convincing founders your money is valuable or by discovering them before everyone else. Unless you have a personal brand like Ashton Kutcher or Tim Ferriss, it's incredibly hard for a part-time investor to compete with the professionals.
Investment Clubs allow part-time investors to combine their forces (and their personal reputations) to compete with investing professionals. Finding great companies, vetting them, raising funds from Backers, and establishing an investing brand is a lot of work... Clubs are a way to parsel out these tasks to Members and let everyone share in the profits based on their contributions.
As a Club Moderator you can start your own crowdsourced Venture Capital Firm that has a shot at competing with the professionals by carefully recruiting Members and other Moderators. You can steal profits from second-tier VCs.
Economically, in a deal vs. deal comparison, a Moderator who is also a Sponsor can earn as much as an AngelList Syndicate Lead, if they choose. Moderators also have the same authority to do deals as Syndicate Leads; permission of Members is not required.
An important difference is that Investment Clubs offer flexibility to compensate others who add value. For instance, profits can be shared with others who source great startups, recruit Backers, or help Startups in the Club portfolio. Unlike Syndicate Leads, Moderators are not expected to do everything themselves.
Investment Clubs are a better option for those who would enjoy running their own crowdsourced VC Firm. Syndicates may be better for "tech celebrities" who have a dominant personal brand and spend a lot of time and energy enhancing it.
Moderators are compensated with a share of Carried Interest, so the amount they earn depends on the ultimate financial returns the startup provides to Backers. Moderators set up the Club's Profit Sharing Agreement and direct as much of the carry towards themselves as they feel justified.
Here's an example of a Club that charges 20% carry to Backers.
Finding startups, vetting them, helping them grow, and recruiting backers is a lot for a solo investor to handle. Clubs make it easy to share those tasks, so even busy professionals can help.
Clubs get access to great "deal flow" based on the combined prestige of their Partners. If you are a founder of a hot medical device startup, who are you more likely to let invest? A single doctor, or the Medical Device Club of 50 doctors?
Backers invest as little as $1000 in startups that are first funded by Club Partners, on the same financing terms as the Club. Backers pay 15 to 25% Carried Interest and can opt out of any deal.
Clubs are one of the few ways investors can diversify into privately-held companies. Unlike an old-fashioned VC Firm, there is no 2% management fee, no capital calls, and requires only $1000 to get started.
When Backers earn returns, Partners share Carried Interest paid by investors. Each Club sets their own rules for profit-sharing. Here's one example.
Let's say Backers invest $1M in TheNextUber at a $10M valuation. Six years later, TheNextUber files for an IPO, and that stock is sold for $501M. At 20% carry, earnings would be $100M
By default, Clubs charge Backers 20% Carried Interest and split:
Except for Wefunder's 5% carry, Moderators can change any of these defaults. If a Moderator changes a setting, it is not applied retroactively to past deals.
Moderators are independent contractors of Wefunder Advisors LLC, a wholly-owned subsidiary of Wefunder Inc.
To be legal, Clubs must act through an Investment Advisor, so all Club Members are contractors and are subject to oversight by Wefunder Advisors.
Wefunder Advisors - and therefore all Investment Clubs - are regulated as an Investment Advisor. Investment Advisors must adhere to the Code of Ethics.
Under the Code of Ethics, any potential conflict of interest in a startup the Club funds must be disclosed to Backers. It's better to err on the side of caution. Went to Elementary School with the founder? Disclose it.
As long as you disclose it, you're fine. Your disclosures - along with those of other Club Members - will be sent to the Backers.
Moderators are benevolent dictators. Moderators have authority to:
As the responsible Investment Advisor, Wefunder Advisors reserves the right to overrule any Moderator. We'll do this only under exceptional cirumstances.
Yes. A Moderator may invite other Moderators. The Moderator's share of profits from a successful investment will be equally split between all Moderators active at the time of the investment.
Founding Moderators control which authorities are delegated. Moderator decisions can be set to be made unanimously, by majority, by any Moderator, or only by the Founding Moderator. Tie breakers are made by the Founding Moderator.
Creators of a club can choose from several 'political systems':
Yes. Moderators can resign anytime. If there is only one Moderator, and that Moderator resigns, Members will automatically elect a new Moderator.
Moderators who resign are still eligible for their share of Carried Interest for prior deals funded while they were an active Moderator. But they will no longer receive carry on future deals.
Moderators approve new Members. Moderators may decide to allow other Members to approve applications.
First,
If the Moderator approves the Sponsorship, the startup is sent to Members to vet. Moderators then make the final determination on whether to send the startup to the Backers to fund.
First, a
21 Days to Reach Funding Threshold
The Fund would make a
$100,000
investment if Wefunder approves and:
Our advice is to set the Funding Threshold so a minority of Members with strong opinions can fund a Startup. The highest potential startups are outliers that provoke strong reactions like "That's the stupidest idea ever." Groups who depend on consensus often dismiss outliers. Because black swan startups are by definition outliers, we encourage Moderators to avoid the tyranny of the majority.
Recruiting great Members with complementary skill-sets and sharing profits fairly between them is the most important duty of a Moderator.
A Club is centered around the reputation of its Members; everything hinges on social proof. Founders want to be funded by a Club with great Members. Backers want to fund Clubs with great Founders and great Members. Great Members want to join a club with other great Members.
A well balanced Club Membership is vital to success. You should recruit Members who:
Wefunder handles all tedious admin work such as money transfers, accounting, SEC filings, securities compliance, etc.
Wefunder automatically sets up a single purpose investing vehicle - a Wefund - for every investment the Club makes. Wefunder Advisors manage the fund in consultation with the Sponsor.
Wefunder has ultimate authority on when securities are sold. We will rely on the advice of the Sponsor except under unusual circumstances.
By default, the Sponsor is the Voting Representative, unless by prior agreement from the startup Founder and Moderator. Wefunder Advisors votes with the Sponsor, unless the Sponsor has a conflict of interest.
Moderators should guide Sponsors to negotiate for pro-rata if the Club invests more than $200,000. Having pro-rata rights will be extremely beneficial in maximizing the Club's returns from homeruns. Club Members get first dibs on any pro-rata during follow on financings.
Yes. Other Backers might even expect Moderators to also be Backers. It sends a good signal.
Yes. Members would expect a Moderator to be a dependable source of deal flow.
Very! Startups can pubicly endorse how helpful Clubs and Sponsors have been to their business. The more helpful a club is, the more likely other good startups will want to accept their funding. Moderators of well-run Clubs will see it as part of their duty to make sure Clubs are as helpful as they can be.
Any questions? Need advice? Send an email to [email protected], and we'll get back to you in under 24 hours.
Club Members combine forces to be stronger and smarter than solo investors. Finding great companies, vetting, raising funds, and establishing their brand is a full-time job for professional investors. Clubs allow those of us who are too busy to make investing our full-time job have a shot at being good at it.
The importance of investor brand is often overlooked by those more familiar with the public markets. Successful private investors must convince founders of good startups to accept their money. If you are a founder of a medical device startup, who are you more likely to let invest? A doctor in Iowa, or the Medical Device Club of 50 doctors? Which is more prestigious? Which could lead to more sales?
No. Everyone is welcome to become a Member of a club, regardless of how wealthy you are.
Moderators must approve your Membership. Moderators look for those that:
When applying to join a Club, make it clear how you can offer value. One good way to improve your chances is look up a great company you'd like to Sponsor.
None. Members are not indepedent contractors nor employees of Wefunder.
Under the Code of Ethics, any potential conflict of interest in a startup you either invest in must be disclosed to Backers. It's better to err on the side of caution. Went to Elementary School with the founder? Disclose it.
As long as you disclose it, you're fine. Your disclosures - and the disclosures of any Moderators - will be sent to the Backers.
First, a
21 Days to Reach Funding Threshold
The Fund would make a
$100,000
investment if Wefunder approves and:
If you make an investment commitment as a Club Member during the Vetting Period, your Carried Interest fee is steeply discounted. In this scenario, how much Carried Interest you pay depends on your Club settings. Some Clubs have their Members pay the Sponsor Carried Interest. With other clubs, you only pay as little as 5%.
If you make an investment after the Vetting Period is over, you pay the same Carried Interest as Backers and other investors on Wefunder.
If you do make an investment during the Vetting Period, you can increase that investment afterwards without incurring additional Carried Interest fees. If you are both a Member and a Backer of the Club, Carried Interest fees will automatically be reduced.
$100.
If you've made an investment commitment, it will be canceled.
The best due diligence provide facts about the market, the competition, the quality of the product, or the team.
Members also have the opportunity to ask the Founders and Sponsor questions. Smart questions are very helpful.
If a Member personally knows a Founder and wishes to offer an opinion on their character or execution ability, this is also helpful.
Broad opinions like "this idea is stupid" have no value. Opinions are more valuable if you are as specific as possible in your reasoning and give context of your industry experience which makes your judgement credible.
Moderators and Sponsors periodically ping Founders from the Club's portfolio and ask them how the Club can help. These requests are then posted to all Members. It could be as simple as providing product feedback, tweeting about a launch, recruiting an engineer, or networking with a certain company.
Moderators are benevolent dictators. Moderators have authority to:
As the Investment Advisor, Wefunder Advisors also reserves the right to overrule any Moderator. We'll do this only under exceptional cirumstances.
Yes. Moderators have authority to ban any Member.
Some clubs may also automatically ban Members if they are inactive for a long period of time. You'll receive plenty of advance warning in this situation.
Clubs have several 'political systems':
Yes! The amount of Carry you pay as a Backer depends on whether you made a commitment during the Vetting Period. If you did, your Carried Interest is reduced to the Member Rate. If not, it's the same amount other Backers pay.
Yes! Sourcing great companies is one of the most valuable things Members can do! Clubs typically compensate Sponsors with 5% to 10% of the Carried Interest. Moderators approve all Sponsorship requests.
Sponsoring a great company is the single most important thing any user on Wefunder can do. It's also by far the most highly compensated. If you Sponsor a company that turns into the next Uber, you'll likely earn millions of dollars.
Besides, it's a great feeling to help a startup get funding and know you were the person who helped make it happen. Sponsors help turn dreams into reality.
Sponsors introduce startups to a Club and endorse them for funding.
Sponsors meet the Founders face-to-face and perform a high level of due diligence, particularly on the team. When a Sponsor endorses a company, they are putting their own credibility on the line. Sponsors also help Founders create a profile on Wefunder.
Sponsors are expected to be the primary contact with Founders, helping them understand how the investment process works on Wefunder, communicating with them during the funding process, and representing the Club as the Voting Representative during follow-on financing.
The Carried Interest a Sponsor earns ranges from Club to Club. Most Clubs compensate Sponsors with 5% to 10% Carried Interest from Backers.
Carry from Club Members is handled differently. Some Clubs have Members who pay the Sponsor their carry, or a portion of their carry. Other Clubs waive the Sponsor carry for investments made by Club Members.
Sponsors also earn Carried Interest from any Wefunder investor who is not a Club Backer. An exception is if two Clubs form a syndicate and fund the same startup. In this case, each Club "owns" the carry from their own Backers, and they share the proceeds from those who are not a Backer of either club.
Sponsors are independent contractors of Wefunder Advisors LLC, a wholly-owned subsidiary of Wefunder Inc.
To be legal, Clubs must act through an Investment Advisor, so all Club Sponsors are contractors and are subject to oversight by Wefunder Advisors.
Wefunder Advisors - and therefore all Investment Clubs - are regulated as an Investment Advisor. Investment Advisors must adhere to the Code of Ethics.
Under the Code of Ethics, any potential conflict of interest in a startup you Sponsor must be disclosed. It's better to err on the side of caution. Went to Elementary School with the founder? Disclose it.
As long as you disclose it, you're fine. Your disclosures will be sent to other Members, Moderators, and Backers.
Yes, anyone can be a Sponsor. You do not have to be an Accredited Investor or a Club Member.
Yes. The Club Moderator and startup Founder must approve of the Sponsor.
No, Sponsors do not need to invest. But if the Sponsor is an Accredited Investor and does not invest, the Club might not consider it a very high endorsement. The Moderator has discretion to reject the sponsorship request.
No. Wefunder waives Carried Interest for any investments made by Sponsors, even if they invest in the WeFund.
Yes, if the Club Moderator and startup Founder agree.
Yes. Multiple Clubs can form a Syndicate (in the Wall Street definition) and fund the same startup.
End to end, the process is:
Sponsors should go over the entire process with Founders, so they are fully informed and know what to expect. No one likes surprises. This includes:
The rest of the FAQ deals with the specifics of each of these issues.
The level of due diligence expected depends on the stage of financing and the number and quality of co-investors in the round.
At a minimum, Sponsors are expected to meet with at least one Founder, and assess their capability. Do you believe in the team?
Sponsors are also expected to try the product, talk to customers, understand the market, and verify the terms of the deal with co-investors.
Yes. Founders of highly sought-after startups are often too busy to fill out a company profile. In this case, the Sponsor should ask for their deck and any convenient materials such as videos and product photos. The Sponsor can then create a profile draft and send it to the Founder for approval.
TIP: When meeting with the Founder to decide whether you'd like to Sponsor them, ask the Founder's permission to record the conversation. That way, you have a record of all the answers. If you decide to Sponsor the company, you can edit the best parts into a Q&A on the profile. (Wefunder will give you a text transcript within 24 hours of any recordings you send us.)
Send them the legal primer
Over 90% of startups raise by relying on Regulation D 506(b), which is the default on Wefunder. 506(b) allows startups to raise only from Accredited Investors, but does not allow them to advertise their fundraising.
Some startups rely on Reg D 506(c), which allows public solictation of investors, but requires Wefunder to verify with documentation that the investors are accredited.
Wefunder also supports Regulation A+ and the upcoming Title III of the JOBS Act. Both allow unaccredited investors.
After the company profile has been finished, the Founder must sign the Listing Agreement before the Club will consider funding. After the Sponsor negotiates the terms of the deal, including the allocation and pro-rata, the agreement is sent to be electronically signed by the Founder.
The default allocation in the Listing Agreement is $200,000. If the Sponsor expects the Club to exceed this amount, the Sponsor should certainly try to negotiate for a larger allocation.
$50,000. If Club Members and Backers cannot fund at least $50,000 via Wefunder, the startup will not be funded.
Yes! By default, the Listing Agreement asks for pro-rata if the club invests $200,000 or more. Pro-rata rights let the Sponsor and the Club maximize their returns from the winners.
If the Club maintains its pro-rata share of investment, your Carried Interest will remain the same. If the Club does not maintain its pro-rata share, you'll earn half of your typical Carried Interest during follow-on rounds, as Wefunder Advisors will not be able to rely on your advice.
It varies and depends on the number of Backers and the Backer participation rate. On the Club's About Page, you'll see a range for how much Clubs can be expected to deliver.
The default Vetting Period is 5 days. In special circumstances, under Expedited Funding, the Vetting Period is only 2 days.
However, the decision could be reached sooner. Sponsors are informed as soon as the Funding Threshold is met and the Moderator approves.
It will take 7 to 10 business days for all Backers to transfer their money to the WeFund.
By default, the Sponsor has information rights and is the Voting Representative of the Club, unless the Startup Founder and Club Moderator agree to delegate the responsibility to another.
The Sponsor is an independent contractor of Wefunder Advisors. Wefunder will vote with the Sponsor except under unusual circumstances where a conflict of interest exists.
Wefunder handles all tedious admin work, such as money transfers, accounting, SEC filings, securities compliance, etc.
Wefunder automatically sets up a single purpose investing vehicle - a Wefund - for every investment the Club makes. Wefunder Advisors manage the fund in consultation with the Sponsor.
Any questions? Need advice? Send an email to [email protected], and we'll get back to you in under 24 hours.
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