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当前,国内的股权众筹正如火如荼地发展着,但是对众筹的法律规制却严重滞后。尤其是对于股权众筹平台应当如何定位和规制,修订中的《证券法》仍未给出清晰明确的思路,这对众筹市场的发展造成了巨大阻碍。美国JOBS法案创设了众筹登记豁免制度,允许初创企业和小企业从普通投资者处筹集资金,这将有利于解决初创企业和小企业的融资问题。同时,法案要求进行股权众筹的众筹平台必须注册为经纪自营商或集资门户。但实践中众筹平台更倾向于以经纪自营商注册,原因在于注册为经纪自营商在灵活性、功能性、监管清晰度以及投资者保护等方面明显优于注册为集资门户的选择。
At present, the domestic equity crowdfunding is in full swing, but the legal regulation of crowdfunding is seriously lagging behind. Especially for how to position and regulate the equity crowdfunding platform, the “Securities Law” in the revision still fails to give a clear and definite idea, which has caused a huge impediment to the development of the crowdfunding market. The JOBS Act of the United States created crowdfunding registration exemptions that allow start-ups and small businesses to raise money from ordinary investors, which will help solve the financing problems for start-ups and small businesses. At the same time, the crowdfunding platform that the Act requires for crowdfunding of shares must be registered as a broker-dealer or fund-raising portal. In practice crowdfunding platforms, however, tend to register as broker-dealers because registration as broker-operators is clearly superior to registration as a funding gateway in terms of flexibility, functionality, regulatory clarity and investor protection.