Part 2: if I have 30.000 rubles, where can I invest them?

This is how the habrasoobschestvo looks at investments in domestic projects

I have already written several times about the crowd-investment mechanisms developed by us within the framework of Russian law, which make it possible to quickly invest a small amount (for example, 1000 rubles) in a project. In the past, the topic about the mechanics of the implementation of microinvestments had a rather voluminous dispute about the fact that in Russia this would not work because of the mentality “everyone wants to throw everyone”.

Let's take a closer look at what exactly it is about. But for a start - a short educational program. Until last year, with 30,000 rubles in the investment market, you were not needed by anyone at all. In the sense that this amount is an opportunity to acquire shares of individual companies. Another thing is that neither the brokerage company, nor the more so the company in which you invest, will not take you seriously. There was no actual benefit from this interaction. The reason is quite prosaic: the cost of the transaction in the legal and accounting terms were incomparable with possible benefits. With the change of the situation, naturally, a bunch of questions arose, which I answer below.
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So, there is a state that establishes the law and monitors its implementation. The law allows you to enter into contracts and use such a rare (really rare) option as the freedom of contract. The problem is that there are standard contracts, beyond which it is difficult to go, because legal structures are ossified. We found a fairly unfamiliar legal structure, within which we can allow more variable conditions.

That is, in fact, we found a kind of opportunity to work through “add-ons to the API” - a contractual mechanism. As a result, we created a legal binding for microinvestment, described in detail here . Plus, we have an IT platform that allows you to invest "in one click." Simply put - the ecosystem for new startups is ready. But there were questions. Let's go over them.

- What has changed when creating the platform?
Now the entry threshold is removed due to the correct legal model and the emergence of a platform for investment. That is, we simply removed the high entry threshold at the expense of the opportunity to receive a share in the profits and provide access to company information using the contract, and not a share in the JSC.

- So this is just a tool?
Yeah, right. We are neither a mutual fund nor a company where you invest. We provide a platform. You enter into an investment contract directly with the project. No middlemen in the middle. Each separate investment is a separate contract between you and the project (the contract itself is unified for all such bundles).

- What is the difference between "big" investment and work on an investment contract?
Buying a stake in a company means working on the mechanics of the law, that is, at the level of the basic functional of the state. The circulation of securities is much more complicated and more regulated, there are many intermediaries, and these operations are often speculative. In fact, in the securities market there are instruments issued by companies that do not need new money, they already have a valuation and a stable business. We offer a tool for a promising business, and potentially more profitable than most traded stocks. Why did he not appear earlier? Because there were no crowd platforms. And another thing: it is important that both forms of work create the rights and obligations of the parties, as well as the responsibility for their non-performance.

- But a member of the JSC can control the company's activities, isn't it?
Yeah, right. By investing in an LLC as part of our basic instrument, you also get the rights of a “big” investor, but they are written in an investment contract - this is access to information about the project (including accounting), payments, and so on. In general, the reporting model and its cost in a joint-stock company are much more complicated and labor-intensive. As part of our model, we have made it necessary for the founder to report on key events and financial results. This is the most important tool.

- Does this mean that there are no risks when investing?
In no case. There is a state, there is a law, there is an investment contract - these three points provide some protocol of your interaction with the project. But the protocol never provides complete protection against risks. You yourself look at the idea, at the people and at the dynamics of the project. When you become an investor, the toys run out and no one except you will make decisions and take risks. The reward in venture is high - but this is the price of high risk.

- What is done to risk less?
Firstly, each project is thoroughly tested according to this list . A “dossier” on this checklist for each of the projects is in the public domain. Secondly, each team is checked by the security service, in particular, on the subject of not very positive business reputation in the past. Only those with a normal reputation reach the platform. Thirdly, we, as a platform, are interested in the most sensible investment, and therefore we give the opportunity to look into the eyes of the project team, lay out all the documents, monitor the conditions of the investment contract and invite experts to evaluate the project.

- How to determine whether the project in which I invest will “fly up”?
In fact, there is no proven method. It is necessary either to have a good understanding of the subject area of ​​the project, or just to bet on several. Not a single business angel and not a single investment fund will ever know which project will “shoot” - they think in terms of probability, and make bets on several at once. This is the essence of the venture capital investment model. The second aspect of success - you can put on one project that you like, and about which you know more than an ordinary market player (for example, in the field of IT close to you).

- Could it be that an investment contract was made in favor of a startup? I need to know that I sign.
The question is caused by the fact that not everyone knows that any document you sign needs to be read. If in doubt, you can show it to your friends, your lawyer, or discuss it anywhere. The only question is that it is you who decide whether to sign it or not. At the same time, we thought about this contract for a very long time: it protects the interests of the project and the investor to the same extent. It is obvious to all that the project owner has the opportunity to “throw” investors - but investors can also “kill” the project if they want. The contract is aimed at minimizing possible risks from both sides.

- What does a fully protected contract between an investor and a project look like?
An investor could be protected by a loan agreement as much as possible, but that would kill the entire platform. The project could be as protected as possible by the contract of sale of goods, but it would turn us into a Russian kickstarter. Our task is to give everyone the opportunity to participate in the project and climb inside, in his documents, statistics, and so on, plus make a profit.

- Once again about the risks: that is, they always remain?
Yes, there is no blue platter. More precisely, if there was a profitable project without risks, it is unlikely that someone would start selling its shares. Taking responsibility for project risks is the essence of the investment. All the rest are tools. For example, there is an instrument LLC with an investment contract (our base) - yes, there are vulnerabilities of the model of the LLC itself. But with equal success, vulnerabilities exist in the basic instrument of “big” investment when it comes to joint-stock companies and dividends.

- What projects will start the work of the platform?
With IT projects, since they are the most mobile and fast to implement. The first list is already available on smartmarket.net. Later, physical projects such as the opening of restaurants, mini-factories and so on will come up.

- How many people can equity invest?
In fact - the number is not limited. Say, from 3 people to several thousand.

- Projects on a kickstarter roughly justify the amount they want to collect in order to launch a service / product / write a game / options. For different amounts (for one project) they offer different possibilities. What is on the Smartmarket?
We have only one threshold amount. When she is going, the project starts.

- What if the project manager decides on the company's major expenses?
All expenses are enlarged in the financial plans of the projects (in the public domain) and are annexed to the contract. And under the terms of the contract for these costs projects can not go. Roughly speaking, this is insurance against buying technical support from a brother for 100,000 rubles a month. There are some more insurance in the contract for both parties, but none of them, of course, is a complete protection.

- I sign a contract for a share of the profits. The owner of the organization is a start-up person, there are no more shares. He can safely withdraw money and terminate the contract - collect 10,000 of the charter in court and that's all.
First, the startup by this point remains retained earnings. Secondly, once again: you, as an investor, choose the project and team yourself. You decide who you can trust, who you don't. It is impossible to completely avoid the risk, although we try to reduce it by means of checks and a mechanic in the contract. In addition, if the project is ok, then it simply does not make sense to clamp $ 50,000, when in the next round you can attract a million? The reputational risk is such that even for one non-payment, then all the founders will not wash off.

- Can a startup owner register a main asset (domain for a service, for example) to another legal entity or to himself? It turns out that he is developing a project for my money.
In the investment contract there is a restriction on the conduct of similar activities in other legal entities.

- If the project does take off - any manager / owner of the organization can show a lack of profit for an arbitrarily long time. It can invest in unnecessary assets (to buy servers, when it is much cheaper to rent), pay increased prices for communications, the Internet and live on kickbacks, but in the end take 10 extra workers "for remote access" and get paid for them.
It can not, as there is a financial plan that severely limits the costs. I didn’t fit into it - the project is minimized, plus you can start a trial of unfair fulfillment of obligations. There is also a separate mechanics of voting for all crowdinvestors in case of important decisions, but this is an additional option.

- How is the investment contract related to the limited liability company for 50 participants?
No, it is precisely in this its charm. An LLC may enter into an agreement for a share of profits and the provision of any necessary control with any number of participants. At the same time, the problem earlier was that the direct entry to the share in the company is limited to 50 participants.

- And what if one of the signatories begins to “juggle” on themselves? Will there be the same difficulty as trying to exclude a member from an LLC?
No, the basic form of the contract provides for a mechanism for its redemption. This is much easier than stopping it. An investor can pay an amount several times higher than the initial investment and buy out an investment contract.

- Why does the money go to the project only after the entire amount is collected? After all, you can start working, for example, when a third of the amount is reached.
Because if then the funds are not collected, then it will be at least silly to take away money from the project. The second reason is because several transactions are technically and legally more complicated than one.

- How are the options and mechanics of working with LLC?
Option agreements imply a description of the mechanics of separation of roles after the incorporation, that is, we are talking about the possibility of buying shares in a new JSC or JSC.

- You say that you guarantee the receipt of funds by the investor, tying the payments to profits, and her - to the business plan in the investment contract. How realistic is it in the Russian context?
We do not say that we guarantee, we provide maximum legal support. Considering that in our conditions and getting the amount from your own bank account is not always realistic, of course, there are risks. But this design reduces them to the minimum possible.

So, once again about the platform:

1. The team brings the project and fills a bunch of documents that allow you to understand the whole story later.
2. A security check is in progress. Experts comment on the project.
3. Conditions are appointed (terms, amount, agreement is signed).
4. The project publishes its investment contract in the form of an offer.
5. The site helps to carry out the entire procedure of buying a share in the profit (signing an investment contract) in one click. And in one click to transfer payment. The site serves as an information link: contracts are signed directly between the project and you.
6. The site also runs the interface to large investors and funds (familiar to them, through shares in the company), which allows attracting additional funds through this channel.
7. If the money is collected, it goes to the project account and the investment contract restrictions for this project come into effect. If the amount is not collected - the money will be returned to you.
8. If the project does not create profit - at a certain point it closes. If the project generates a profit, you receive deductions from it. If the project is redeemed by the investor of the second round - you get a substantial amount and have the opportunity to get an option by the decision of the project team.