b'5. Understand How Securities Laws Apply to Youties attorney or investment adviser review the offering package. They can help you understand whether the offering is compliant so you can make a more informed decision. Chapter 14 contains a list of questions investors in private securities should ask of the issuer as part of their own due dili-gence prior to investing. Bottom line: 1.Regardless of whether you are borrowing money from one inves-tor at a time, issuing single investor notes, issuing a series of notes of equal or successive priority, or fractionalizing notes, if you are repeatedly borrowing money from private investors, you must comply with securi-ties laws, unless there is a specific state exemption that will allow you to do this and all of your activities are contained in one state. 2.If you are pooling passive investors funds in an entity such as a limitedliability company or limited partnership, you are also selling se-curities, and you must comply with securities laws or risk prosecution.SO WHAT IF YOU ARE SELLING SECURITIES? Onceyoudeterminethatyouaresellingsecurities,youhavethree choices: 1.Register the offering2.Qualify for an exemption from registration3.Ignore securities laws at your perilChoice 1: Register the Sale of Securities as a Public OfferingYou register a securities offering by filing a pile of paperwork with state securities agencies or the SEC, sometimes both, then waiting for their review. Your attorney will make revisions in response to the agencys com-ments, re-submit, and (hopefully) get final approval. You may have to go through several rounds of revisions and provide additional documenta-tion before your offering is approved for sale to the general public. Except for Regulation A+ offerings (discussed later in this book) this process can take anywhere from several months to several years. It also can cost tens 41'