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4 Cryptocurrency Money-Laundering Cases


1. Larry Harmon of Helix and Coin Ninja

Larry Dean Harmon operated Helix, a cryptocurrency “tumbler” service, and Coin Ninja LLC, a crypto media site and crypto exchanger company during periods from 2014 to 2019. His services integrated with various illegal dark-web marketplaces, and correspondence between Harmon and various other parties demonstrates that he was aware his services were not just being used for privacy but also for conducting illegal activity.

FinCEN deemed both Helix and Coin Ninja to be money transmitters and financial institutions and charged Mr. Harmon with willfully violating the BSA’s registration, AML program, and reporting requirements by (a) failing to register Helix or Coin Ninja as money services businesses, (b) failing to implement and maintain an effective anti-money laundering (AML) program for Helix, and (c) failing to report certain suspicious activity for Helix.

FinCEN assessed a $60 million civil penalty on Harmon as a result of these violations. FinCEN’s full report is available here (dated October 19, 2020).

In parallel with FinCEN’s civil action, the DOJ has pursued a criminal case against Harmon in the D.C. jurisdiction. Charges include violating statutes 18 U.S.C. § 1956 (money laundering) and 18 U.S.C. § 1960 (owning or operating an unlicensed money transmitting business). You can find additional information about the criminal case against Harmon here.

2. Eric Powers

Eric Powers operated as an exchanger of virtual currency from at least December 6, 2012 to September 24, 2014 by acting in a peer-to-peer fashion buying and selling bitcoin from and to others. Mr. Powers advertised his intent to buy and sell bitcoin for others on website fora such as bitcointalk.org and bitcoin-otc.com.

Mr. Powers participated in online discussions pertaining to AML compliance, including specific conversations about registering as an MSB, which FinCEN has claimed as proof that Mr. Powers was aware of relevant BSA requirements. Nevertheless, Mr. Powers failed to register as a money transmitter, even after FinCEN issued guidance in March 2013 stating that exchangers of virtual currency are money transmitters and must register as MSBs.

FinCEN has charged Mr. Powers with willfully violating the BSA’s registration, AML program, and reporting requirements by (a) failing to register as an MSB with FinCEN, (b) failing to establish and implement an effective written anti-money laundering (AML) program, (c) failing to detect and adequately report suspicious transactions, and (d) failing to report currency transactions.

FinCEN assessed a civil monetary penalty of $35,350 on Powers as a result of these violations. FinCEN’s full report, dated April 18, 2019, can be read here. Other government agencies or departments assessed additional penalties totaling $100,000 and over 237 bitcoin.

3. BTC-e and Alexander Vinnik

Canton Business Corporation (BTC-e) operated as an exchanger of convertible virtual currencies, offering the purchase and sale of U.S. dollars, Russian Rubles, Euros, Bitcoin, Litecoin, Namecoin, Novacoin, Peercoin, Ethereum, and Dash. BTC-e also offered “BTC-e code”, which enabled users to send and receive fiat currencies with other BTC-e users. Since 2011, BTC-e has served approximately 700,000 customers worldwide and processed over 9 million bitcoin. Alexander Vinnik participated in the direction and supervision of BTC-e’s operations and finances and controlled multiple BTC-e administrative accounts used in processing transactions.

BTC-e attempted to conceal the fact that it provided services to customers located within the United States, going so far as to instruct its U.S. customers to make use of correspondent accounts held by foreign financial institutions or services provided by affiliates of BTC-e located abroad.

BTC-e lacked even basic controls to prevent the use of its services for illicit purposes. BTC-e processed transactions involving over 300,000 bitcoin stolen from Mt. Gox between 2011 and 2014, which were sent and held at three separate but linked BTC-e accounts. BTC-e failed to conduct any due diligence on the transactions or on the accounts in which the stolen bitcoin were held. Moreover, BTC-e failed to file any SARs on these transactions even after the thefts were publicly reported in the media.

Through their operation of BTC-e, Alexander Vinnik and other senior leaders within the virtual currency exchange attracted and maintained a customer base that consisted largely of criminals who desired to conceal proceeds from crimes such as ransomware, fraud, identity theft, tax refund fraud schemes, public corruption, and drug trafficking.

FinCEN has determined that, from November 5, 2011 through July 27, 2017, (a) BTC-e and Alexander Vinnik willfully violated the MSB registration requirements, (b) BTC-e willfully violated the requirement to implement an effective anti-money laundering (AML) program, the requirement to detect suspicious transactions and file suspicious activity reports (SARs), and the requirement to obtain and retain records relating to transmittals of funds in amounts of $3,000 or more, and (c) Alexander Vinnik willfully participated in violations of AML program and SAR requirements. In addition, BTC-e never appointed an agent for service of process.

BTC-e and Alexander Vinnik were indicted in the Northern District of California under 18 U.S.C. §§ 1956, 1957, and 1960 for money laundering, conspiracy to commit money laundering, engaging in unlawful monetary transactions, and the operation of an unlicensed money transmitting business.

FinCEN assessed a civil monetary penalty on BTC-e of just over $110 million and on Alexander Vinnik of $12 million. The full FinCEN report is available here. As of 2021, Alexander Vinnik is serving a prison sentence in France for money laundering.

4. Ripple Labs (2015)

Ripple Labs Inc. and its wholly-owned subsidiary XRP II, LLC (formerly known as XRP Fund II, LLC) sold their virtual currency XRP and provided users with wallets to send and receive XRP.

FinCEN deemed this to make Ripple Labs and XRP II money services businesses, yet neither registered as MSBs nor took any of the necessary steps to establish or maintain BSA compliance.

On May 5, 2015, FinCEN assessed a $700,000 civil monetary penalty against Ripple Labs and XRP II for violating several requirements of the BSA, including not setting up an AML program, and for not registering with FinCEN as an MSB.

The U.S. Attorney’s Office for the Northern District of California (USAO-NDCA) acted in coordination with FinCEN in this matter. The USAO-NDCA settled with Ripple Labs and XRP II in a manner that resolved possible criminal charges and included forfeiture of $450,000. This $450,000 was counted towards FinCEN’s $700,000 penalty.

FinCEN’s report on the case is available here, and the remedial framework imposed on Ripple Labs and XRP II to establish and maintain future compliance is available here.

5 Banks for Crypto Businesses in the United States


If you are starting a crypto / blockchain business in the United States, you may have some difficulty finding a bank willing to serve your company. However, there are a few U.S. banks that will still work with you, and this article will cover five such banks that DO serve crypto company clients.

1. Silvergate Bank

With customers such as Coinbase, Gemini, and Kraken, Silvergate is the most trusted and established bank serving crypto companies. Silvergate is also used as the bank for many crypto hedge funds, and it is attractive to many crypto fintech companies because it provides robust API access to banking.

Silvergate offers several specific products for crypto businesses including automation and cashflow management software for digital currency companies and integration with crypto exchanges. Real-time payments are also possible between two clients using Silvergate.

Silvergate offers two main types of business checking accounts, with details of each summarized in the table below.

Basic Business CheckingAccount Analysis Checking
Best ForSmaller transaction volumesLarge transaction volumes
Monthly Check and/or POS Debits200 free, then 20¢ each thereafterper item pricing (variable)
Monthly ACH Debits100 free, then 20¢ each thereafterper item pricing (variable)
Monthly Deposit Items100 free, then 20¢ each thereafterper item pricing (variable)
Monthly Maintenance Fee$10 (waived if a $1500 minimum average daily balance is maintained)$15
Minimum Opening Deposit$100$100

The Account Analysis Checking account comes with per item debit and deposit prices, but also with variable earnings credits that can partially or entirely offset these fees. Fintech companies may have additional risk-based pricing imposed. Both Account Analysis Checking accounts and Basic Business Checking accounts come with access to online and mobile banking, mobile deposits, and business debit cards.

You can find more information about Silvergate’s business checking account options here.

2. Signature Bank

Signature Bank is used by many of the most reputable crypto companies, including the stablecoin issuer TrueUSD (TUSD). They also provide banking for digital asset exchanges, OTC trading desks, crypto custody platforms, crypto mining companies, crypto lending companies, blockchain technology companies, and crypto hedge funds.

There are two main types of general business bank accounts offered by Signature, and the key details of each are summarized in the table below.

Signature Flat Fee
Business Account
Monogram Business
Checking Account
Best ForSmaller transaction volumesLarge transaction volumes
Debits / Credits / Transfers75 free, then 50¢ each item thereafter500 free, then 50¢ each item thereafter
Monthly Maintenance Fee$20$30 (only if average available balance is below the minimum)
Minimum BalanceNone$25,000

You can find more information about Signature Bank’s business bank accounts here and you can find contact information to ask about specialty banking services for crypto, hedge funds, and venture-backed startups here.

3. Customers Bank

Customers Bank is a relatively new entrant to the U.S. crypto company banking industry. Its list of crypto company clients already includes Genesis Global Trading (a cryptocurrency prime brokerage), Blockfills (a digital asset trading platform serving over 600 institutions across 50 countries), and a few crypto exchanges.

There are two main types of business bank accounts offered by Customers Bank, with details summarized in the table below.

Commercial Interest CheckingCommercial Interest Checking Plus
Best ForSmaller transaction volumes,
lower average balances, OR
non-profits
Large transaction volume and balances
Debits & Depositsunlimited for freeunlimited for free
Domestic Outgoing Wires$20 each$20 each
International Outgoing Wires$45 each$45 each
Incoming Wires$10 each$10 each
Minimum Opening Deposit$50$50

You can find additional information about Customer Bank’s business accounts here.

4. BankProv

BankProv (previously Provident Bank before July 2020) has entered the crypto banking space after its rebranding in 2020. BankProv has 6 different types of business bank accounts, which are described here, but the two which are most practical for start-ups and small businesses are the “Classic Business” account and the “Small Business” account.

Classic BusinessSmall Business
Monthly Deposited Items50 freeunlimited for free
ACH itemsflexible per item pricing50 free, then flexible per item pricing
Domestic Outgoing Wires$25 each$25 each
International Outgoing Wires$35 each$35 each
Incoming Wires (domestic / intl)$10 each$10 each
Monthly Maintenance FeeNone$50
Minimum Balance to Receive
50% off Monthly Maintenance Fee
N/A$100,000
Minimum Balance to Have
Monthly Maintenance Fee Waived
N/A$250,00

If you are starting a crypto fintech company or need to build in-house accounting systems for your business, then BankProv’s banking API will be a very useful feature for your business. You can find the API spec here.

BankProv offers more financial security than any of the other options on this list because it is not only FDIC insured but also DIF (Depositors Insurance Fund) insured, which covers any losses beyond the cap of what FDIC insures. However, the fees and accounts are tailored towards medium-sized businesses, and small businesses may find BankProv a relatively expensive banking solution.

5. Kraken Bank (Coming Soon)

Most banks in the United States are fractional reserve banks, which means that banks lend out your money and therefore can’t always deliver it to you immediately when you want to withdraw it. The state of Wyoming however has created a framework for “Special Purpose Depository Institutions” (SPDIs) which are banks that must maintain full reserves and which also may operate under digital asset specific regulations. Kraken Bank (a new affiliate of the well-known Kraken crypto exchange) is the first company to receive a Wyoming SPDI banking charter and is currently in the process of building out its banking platform.

Kraken Bank will treat both USD and cryptocurrencies as first-class citizens, and it will offer a range of payment and custody products for crypto businesses. You can find more information about Kraken Bank here.

26 Specific Crypto Business Ideas for 2022


1. Mine Helium (HNT) by Providing Wireless Coverage

Helium is a special purpose blockchain that tokenizes wireless data (e.g. 5G data or its lesser-known sibling “LoRaWAN” used by smart devices). The native cryptocurrency of Helium is “HNT” which is required to pay for data transfer through Helium and which can be mined by anyone with a Helium compatible data hotspot device.

Mining is very simple: it consists of simply running a hotspot device that pulls a small amount of electricity. However, while anyone can purchase a hotspot device and mine, the amount you earn from mining depends upon how much data is relayed through your device, which in turn depends upon both how much data demand there is in your local area as well as how much helium hotspot competition there is in your local area.

You can check the specific level and location of Helium network competition in your local area using this Helium coverage map. To help you start mining, there are several companies selling Helium compatible hotspot devices. A list of miners available as well as additional information on how to mine is available on the official Helium mining info page. The cost differs by miner model, but most models are between $450 and $1000.

2. Roblox for Blockchain Games

Blockchains allow game developers to create in-game assets which can be bought, sold, exchanged, and traded amongst different players and used in any game at the same time. At the same time, blockchains allow game developers to retain as much control of and commission revenue from game asset transactions as they wish.

In essence, blockchains provide gamers with a universal marketplace for buying, selling, trading, betting against, and borrowing game assets across all games, and they provide developers with ultimate flexibility on monetizing game economies and raising money to develop new games.

However, despite these advantages, few blockchain games have actually been developed. One reason for this is that developing blockchain games requires technical skills (blockchain software developer skills) that most game developers today don’t have. And this provides an opportunity: Do for blockchain games what Roblox did for internet games.

Roblex made building an online game so easy that non-experts could make games good enough that millions of people would play. It also provided a single platform where a user could access a multiverse of connected games, but the multiverse is restricted to only Roblox platform games.

Blockchain provides the perfect opportunity for launching a Roblox competitor. Build a platform that allows people to build blockchain games without needing to know any details of how blockchains work. Make it as easy to build a blockchain game as it is to build a Roblox game.

A startup of this type would benefit from two large secular tailwinds: blockchain and video games. The total addressable market is large and rapidly growing, and yet competition in terms of tools that help people build blockchain games is very minimal.

3. Tokenize Street Vendor Permits

Blockchains are naturally suited to store records for property titles, certificates, credentials, licenses, and permits. Governments are the largest producers of such records, making the tokenization of such government records an extremely valuable opportunity. However, implementation in this area requires working with slow and difficult government bureaucracies.

Street vendor permits are low hanging fruit in this regard: they are issued by cities rather than states or federal agencies and so the bureaucracies you’d need to partner with are as small and simple as possible.

You could start a business by partnering with a single city (e.g. Miami or some other city with a mayor enthusiastic about crypto), and then once your token system is proven in that city, expand to others.

The revenue model would be to take fees from the issuance of permits.

4. Tokenize Business Licenses

Business licenses are another group of low hanging fruit for government record tokenization as they are most commonly issued by individual counties.

Start by partnering with a single crypto-friendly county such as Miami-Dade and move their business licenses on chain. Ethereum or Avalanche would probably be the best blockchains to represent business licenses on.

5. Avalanche Validator

Avalanche is a blockchain supporting smart contracts like Ethereum, but it is much faster and cheaper to use than Ethereum. Avalanche uses a proof-of-stake security model, so it relies on validators in the same way that Bitcoin relies on miners.

To run an Avalanche validator node, you will need a computer (nothing too fancy), a reliable internet connection, and a minimum of 2000 AVAX (the native cryptocurrency of the Avalanche blockchain). At the time of writing, AVAX is trading at $109.50 which means the 2000 AVAX minimum equates to $219,000. You can check the current cost of AVAX here.

Avalanche validators can earn up to 11% APY from staking rewards. You can find additional information about how to become an Avalanche validator in the official Avalanche Validator Documentation.

6. Crypto Freelance Writing Agency

The constantly growing demand for more content marketing blog posts is a driver that is growing the freelance writing industry at an impressive pace year after year. Top writers on Fiverr.com rake in over $350,000 a year writing online content such as blog posts and ebooks for businesses. However, the opportunity gets even more interesting when you bring crypto into the picture.

How many people could tell you what a blockchain domain is or what it can be used for? How many people could tell you key differences between lending on Aave and Compound? Or the difference between Uniswap governance and Sushiswap governance? The answer is very few. The explosion of crypto into the mainstream means businesses are suddenly demanding significantly more crypto content than the few people with substantive understanding of crypto are able to provide.

The market opportunity is then to provide freelance crypto writing services. You could try to create a marketplace business to fulfill this need, but that would mean you have all the same difficulty as any existing freelance marketplace in sourcing qualified writers but only keep a small fraction of the revenue generated. Instead, I believe the optimal business model to take advantage of this opportunity would be a freelance writing agency.

Recruiting writers for the agency will still be difficult, but you can start by doing writing yourself (possibly through Fiverr initially to build your brand), and as you are able to find and recruit more qualified writers, you can build your agency and retain more profit than in a marketplace business model. In addition, building your business as an agency has the benefit of being able to ramp up faster than a marketplace model since you can dedicate more time to finding writers to immediately take advantage of the excess demand that will likely exist for at least the next 1-3 years.

7. Crypto Compliance Consulting Agency

Hedge funds, banks, fintech companies, and a variety of crypto startups all have significant regulatory and legal compliance requirements related to the use of cryptocurrencies and blockchains in their businesses.

Taxes, securities laws, commodities laws, banking laws, anti-money laundering laws, insurance laws, consumer protection laws (e.g. for startups using on-chain identities to issue uncollateralized on-chain debt using some sort of on-chain credit score) — there are a huge number of categories where crypto compliance is necessary for these businesses, yet the supply of lawyers, accountants, and consultants with knowledge of crypto is very small.

The opportunity to create a firm that provides crypto & blockchain compliance consulting services to businesses is huge and rapidly growing as more companies use crypto in some way and as regulators add more rules. You don’t need to be a lawyer or accountant to start this type of business, but you should have detailed knowledge of at least one area of crypto regulation.

8. A CFTC-approved Options Trading DEX

On-chain asset exchanges like Uniswap have exploded in popularity over the past two years, but exchanges for options have not. Part of the reason for this is technical difficulty, but the larger reason is regulation. In order for an options trading DEX (decentralized exchange) to be legally accessible by U.S. citizens, the DEX must be compliant with the CEA (Commodities Exchange Act) and CFTC (Commodities Futures Trading Commission) regulations.

Starting a properly licensed and regulated options trading DEX in the U.S. would definitely be difficult, but it would also be hugely popular and would serve as the only legal decentralized competitor to centralized crypto options exchanges such as FTX US Derivatives (previously named LedgerX).

9. DeFi Long-Term Fixed-Rate Loans

DeFi lending platforms such as Compound and Aave have demonstrated that on-chain lending can be done. However, neither these platforms nor any of the other popular DeFi lending platforms are really useful for anything other than trading leverage since the interest rates are too volatile.

A startup business opportunity is to create a DeFi protocol that offers long-term (e.g. 5-30 year) fixed rate loans. You could start by offering loans overcollateralized by crypto, and then eventually expand to undercollateralized or even uncollateralized loans when a robust on-chain personal identity system is developed. Another possible future expansion of this business could be using tokenized assets such as real estate titles as collateral once such assets are tokenized in the future.

10. Tokenize Vehicle Titles

Partner with a forward-looking crypto-friendly state such as Wyoming to tokenize vehicle titles. You could potentially start with something like boat titles which are less critical than road vehicle titles, and then eventually expand to tokenize road vehicle titles as well. Once the system is proven in one state, expanding to partner with other states should be easier.

Monetization could be done via title creation and transfer fees. In addition, this idea could be combined with the last idea by enabling people to take out long-term fixed-rate vehicle loans that are secured by the vehicle title in the same way as current vehicle financing companies structure loans.

11. Escrow

Escrow is one of the most straightforward applications of smart contract blockchains, but it relies on some sort of property title such as a real estate title or vehicle title first being tokenized. A good business strategy could be to tokenize vehicle titles as described in the previous idea and then add a blockchain escrow service to your business.

12. EdTech: Tokenize educational diplomas, degrees, certificates

Create an ed-tech (educational technology) company that helps colleges, universities, high schools, and other degree, diploma, and certificate-issuing organizations to tokenize degrees, diplomas, certificates, and transcripts on-chain.

The value proposition to credential-issuing institutions is reduced administrative overhead in sending proof of credentials for their students to credential-requesting organizations (e.g. a college requesting high school transcripts and proof of diploma or an employer requesting university transcripts).

The value proposition to credential-requesting organizations is standardization and reliable security of the credential receipt process (e.g. employers will have reduced risk of employment fraud with workers lying about parts of their resume).

The value proposition to credentialed alumni of credential-issuing institutions is that the alumni have access to a fast, reliable, standardized method to prove any of their credentials to anyone.

NOTE: The tokenization of diplomas and degrees would be relatively straightforward, but the tokenization of transcripts would need privacy features.

13. TheGraph Indexer

The Graph is a partially decentralized protocol designed to make certain information about blockchains like Ethereum more searchable and accessible. The main idea of the Graph protocol is to make smart contract and blockchain information accessible via GraphQL (a query language analogous to but more powerful than SQL) APIs. In “the Graph” protocol jargon, such an API is called a “subgraph”.

Developers create subgraphs and then deploy them to the Graph Network (currently operated in a somewhat centralized manner by the company developing the Graph). Once a subgraph is deployed, anyone can become an indexer for that subgraph. An indexer must store and/or otherwise make the data needed by the subgraph (i.e. the API) available on demand. In return for this service, indexers earn query fees by users of the subgraph as well as GRT token rewards from the Graph Network.

To maximize your earnings as an indexer, you’ll want to identify up-and-coming sugraphs that have the potential to be used a lot by developers creating future web3 apps. You’ll then need to index these as efficiently as possible.

You can find additional information about Graph protocol indexing here.

14. TheGraph Curator

Another way to earn from the Graph protocol is to serve as a subgraph “curator”. A curator is essentially an investor in subgraphs: they find subgraphs with promising growth prospects and then stake GRT tokens through the Graph Network on the success of those subgraphs. The staked GRT tokens then entitle the curator to a percentage of all future query fees generated by a curated subgraph, with the exact percentage determined by how early on the curator invests in the subgraph (early investors in a subgraph get larger percentages of query fees than later investors for the same amount of staked GRT).

Because of the non-constant “bonding curve” relating query fee percentages to amount of GRT already staked on a subgraph, you can end up with either more or less GRT in the future if you decide to unstake from a particular subgraph. You can find more information about how Graph protocol curating works in the official documentation.

15. Crypto Law Firm

The crypto industry intersects tax law, securities law, commodities law, banking law, anti-money laundering laws, and consumer protection laws. The intersections are complex and still developing so that there is significantly more demand for legal advice from crypto startups and traditional companies entering the crypto industry than there is supply of legal services from lawyers familiar with digital asset / crypto / blockchain law.

This provides a great opportunity for lawyers and students going into law to establish themselves as experts in a new and rapidly growing industry with huge potential and little competition. The best place to start a crypto-centric law firm would probably be an area like south Florida which is attracting a lot of crypto startups in addition to being highly populated.

16. Blockchain Development Agency

There are a lot of businesses trying to enter the crypto industry, but relatively few good blockchain software developers. This means there is a large opportunity for someone with both blockchain expertise and software developer skills to start an agency that does contract work building smart contracts and doing other blockchain software development.

You could start by doing freelance blockchain software development on a platform like Fiverr and then eventually leverage your reputation into a brand that can be trusted outside of Fiverr.

Alternatively, could you start your business without ever using a freelance marketplace like Fiverr by instead cold messaging lots of people and businesses until you can get a first client who needs to develop a relatively simple decentralized application.

17. Chainlink Node Operator

Chainlink is a protocol where node operators make off-chain data available on-chain for networks like Ethereum, BSC mainnet, Avalanche mainnet, Arbitrum mainnet, and more. Node operators are rewarded with LINK at a variable rate determined by negotiation between the chainlink node operator and one or more sponsoring entities requesting the data source provided by the node operator.

The official intro guide to running a Chainlink node is available here. For an overview of LINK tokenomics and the role Chainlink plays in the crypto ecosystem, check out this twitter thread. Also, if you want to provide data to the Chainlink network, check out market.link.

18. Tokenize Hunting & Fishing Licenses

Hunting licenses and fishing licenses are usually issued at the state level. Work with a crypto-friendly state such as Wyoming, Nevada, Montana, Texas, or Florida to tokenize licenses at the state level.

One major value proposition for license holders could be directly encoding temporal and geospatial restrictions on various types of hunting and fishing directly into the permit smart contracts rather than having licenses that must be interpreted through a hierarchy of regulatory brochures for specific hunting areas as is the case in Florida, for example.

19. Cardano Validator (aka Stake Pool Operator)

Cardano is a smart contract platform that competes with Ethereum, Polkadot, and Avalanche. Cardano is a proof-of-stake blockchain that relies on validators (also called nodes, node operators, staking pools, or stake pool operators) to secure the blockchains.

Validators on Cardano can stake ADA (the native cryptocurrency of Cardano) from two sources: validator-owned funds and delegated funds. The rate of reward earned on the staked funds depends upon how much ADA is validator-owned as well as on the performance (up-time, accuracy, etc) of the validator.

You can find official information about how to set up and operate a staking pool here.

20. On-Chain Stock Exchange with Tokenized Stocks

A business idea that has very high potential but also very high regulatory and legal burden is to start an on-chain stock exchange (or more accurately, an “alternative trading system”). “Alternative Trading System” is a legal term for a business that appears to normal people as a stock exchange but which is more flexibly regulated than legally designated “National Stock Exchanges”.

The goal would be to create a competitor to companies like NASDAQ and the NYSE. The NASDAQ succeeded in competing with the much older NYSE by using more granular stock pricing with decimals using computers. This granularity, together with the use of electronic trading systems, attracted companies to list with NASDAQ by reducing the complexity and cost of initial and ongoing listing requirements as compared against the NYSE.

To make an on-chain stock exchange attractive to companies looking to list publicly, you would need to incentivize them with easier and/or cheaper listing systems.

One way you could incentivize companies to list with you is to help them save on corporate governance costs by using programmable on-chain governance solutions.

Another way to incentivize them is by providing access to “smart securities”. For example, many merger securities (custom types of securities contracts sometimes offered when a company participates in a merger) are complex if-then-else condition trees that are written up by lawyers and then must be tracked and managed in a mostly manual fashion. However, these types of contracts are extremely amenable to being instead represented with smart contracts where all the if-else conditions and time conditions can be represented and automatically executed by computer, thereby reducing the cost to companies of managing these types of securities.

A third way you might be able to incentivize companies to list is by helping them reduce the accounting and auditing compliance costs associated with being a public company. You could potentially accomplish such cost reduction by performing certain company treasury operations on-chain.

To execute on this idea, you would definitely need a founding team member with strong expertise in securities law.

21. Crypto Investment Fund

There are many notions of “efficient market” that could be debated, but one clear instance of an inefficient market is when options trades occur at prices spanning up and down a 40% range multiple times in a day while the underlying asset barely moves. Another clear instance of an inefficient market is when high-value arbitrage opportunities exist for hours at a time before anyone takes advantage of them. Both of these things happen in crypto markets and exemplify why full-time crypto trading and investing can be extremely profitable if you have the temperament and ability to immerse yourself in technical and market research.

If you enjoy playing the research and trading game, then a great type of business that allows you to maximally leverage these skills is a private investment fund (i.e. a hedge fund) that trades crypto. Exposure to crypto is difficult for investors to get in mainstream markets, which means demand for private crypto investments is high. In addition, the crypto space is changing rapidly and has few experts, which means the competition within the private crypto investment fund space is relatively low.

The basic business structure of a fund is actually two entities: a management company (typically an LLC = limited liability company) and a “fund” company (typically an LP = limited partnership). Fund investors buy shares of the fund company and then your management company serves as general partner of the fund partnership company and earns fees based on fund performance.

22. Smart Contract / Dapp Security Analysis SaaS Tool

In 2020 and 2021, multi-million and even multi-hundred-million dollar smart contract hacks and exploits have been common occurrences. The problem is twofold: the immutability of the blockchain means smart contract bugs cannot be fixed after launch, and the transparency of the blockchain means the code of a smart contract is entirely visible to every potential attacker.

Developing software in that kind of paradigm, especially when the software is securing billions of dollars, must be done with significantly more caution than the software development processes used by most developers currently. To accommodate this high-stakes development paradigm, sophisticated security testing tools are necessary. Currently, there are a few tools and companies in this area, but they are insufficient, especially as smart contracts are used in more and more complex applications.

Smart contract security tools and services are an important and growing need that you could build a company around. If you have a background in an area such as formal verification (a subset of computer science), this type of business may be ideal for you.

23. Tokenize Authenticity Records for Purebred Dogs

Tokenize and track authenticity records for purebred dogs. People really value verifiability in this space, yet there is no government bureaucracy that must be satisfied as is the case with tokenization of government records. You could even track lineage and ancestry trees on-chain!

With the popularity of blockchain games such as crypto kitties, you might even consider “gamifying” the purebred record business and essentially making into a hybrid real-virtual game where people can search for and find other dogs, request meetups to breed with them, etc. (It might be a crazy idea, but it is in the spirit of “metaverse” hype which is attracting lots of attention and funding currently).

24. Ethereum 2.0 Validator

Setting up an ethereum 2.0 validator node is pretty simple. Essentially, you setup a dedicated computer, download and install the ethereum client software for ethereum 2.0, and then you stake your ethereum and let the software run.

To run your own validator, you’ll need to have at least the minimum staking amount of 32 ETH (at the time of publishing, that equates to $141,600 with an ETH price of $4425).

25. B2B company that helps B2C companies setup crypto reward systems

Create a business that helps consumer-facing businesses create crypto reward systems for their customers. For example, your business might help a wine company put QR codes on wine bottles where customers can scan QR codes to get NFTs that they collect to eventually exchange for more valuable NFTs. It may sound odd, but the wine example is very similar to the business model used by Blue Chip Stamps (one of the cash-flowing golden geese of Berkshire Hathaway). In essence, your business could help other businesses create Blue Chip Stamp type revenue streams in their businesses.

26. BandChain Data Provider

BandChain is a competitor of Chainlink. Like Chainlink, it relies on data provider nodes to supply the data on-chain, and these data providers earn rewards. You can find official information about data providers here and you can read a simple introduction to earning here.

If you do decide to start a crypto business, you’ll need to find a crypto-friendly bank that offers business accounts as not all banks are willing to deal with crypto companies. For that reason, I’ve put together a list of the best crypto business bank account options so that you can get up and running with your new business faster.

FTC Franchise Rule Summary


The Federal Trade Commission (FTC) exists to protect consumers from unfair, deceptive, or fraudulent marketing. For various specific industries and business models (such as franchises), the FTC provides more precise information on how unfairness, deceptiveness, and fraud are defined and provides specific instructions for how businesses must act to stay on the right side of the law.

The FTC Franchise Rule is a regulation that specifies exactly what information a franchisor must disclose to every potential franchisee, how that information must be formatted, and what claims cannot be made by the franchisor, OR when a franchisor is exempt from those requirements.

The franchise rule is codified as regulation 16 CFR 436, but the whole thing is about 15,000 words, so the purpose of this post is to provide a much shorter summary of the most important requirements the rule imposes on franchisors.

The rule specifies that every franchisor must either satisfy one of several exemption criteria OR it must provide a disclosure document with 23 specific sections of information.

Exemptions

The franchise rule requirements for disclosure do not apply to a franchisor’s offer of sale to a potential franchisee if any of the following conditions are met:

  1. The total payments or payment commitments made to the franchisor from the franchisee for 6 months after the franchisee commences operation of the franchisee’s business is less than $615.
  2. The franchisee has at least 2 years experience in the same type of business, and the parties can reasonably anticipate that franchise sales will constitute less than 20% of the franchisee’s total dollar volume in sales during the first year in operation.
  3. The franchise relationship is a “leased department” relationship. I.e. the relationship is the “franchisee” leasing space as a third party inside an establishment owned or leased by the “franchisor” without the franchisor acting as a supplier and without the franchisor controlling the franchisee’s choice of suppliers.
  4. The franchise relationship is covered by the Petroleum Marketing Practices Act (15 USC 2801).
  5. The franchisee’s initial investment, excluding any franchisor financing and excluding the cost of unimproved land, totals at least $1,233,000 AND the franchisee signs a certain boilerplate statement quoted in the regulation.
  6. The franchisee (or its parent or affiliate company) is an entity that has been in business for at least 5 years and has a net worth of at least $6,165,000.
  7. At least 50% of the franchisee business is owned by people who less than 60 days ago had been officers, directors, general partners, or managers of the franchisor for at least 2 years.
  8. At least 50% of the franchisee business is owned by people who less than 60 days ago had been at least 25% owners of the franchisor.
  9. There are NO written agreements of any sort describing the franchise relationship. (This may sound good for franchisors wanting to start quickly, but in reality it is not a good idea because any conflicts with your franchisee will be governed by default rules specified in other laws and regulations and these default rules are often not very kind to the franchisor).

If none of the exemption criteria are met, then the franchise rule requires that the franchisor must provide a disclosure document with 23 sections. The disclosure requirements for each section are summarized below.

1. Basic Details of Franchisor & Franchise Industry

This section must disclose:

  • The franchisor’s business info (business name, business entity type, business address, registered agent)
  • Whether the franchisor itself operates any businesses of the same type as the franchisee
  • A general overview of the industry the franchisee will operate in (description of business activities, relevant laws and regulations, competition, customer profile, etc)

2. Business Experience

The franchisor must disclose the names, positions, and 5-year job histories of each principal employee (officer, director, general partner, manager, etc).

3. Any Past or Pending Lawsuits

Any pending criminal or relevant civil lawsuits, as well as lawsuits from up to 10 years ago, against the franchisor or its principal employees or agents, must be disclosed.

4. Bankruptcies

Any bankruptcy of the franchisor or its principal employees from the last 10 years must be disclosed.

5. Initial Fees & Refund Terms

Any initial franchise fees as well as any refund conditions must be disclosed.

6. Other Fees

Any other fees must be disclosed with due dates, fee type, fee description, fee amount, and any other material fee info.

7. Estimated Initial Investment

This section must disclose all estimated initial franchisee expenses such as initial franchise fee, training expenses, real property (whether purchased or leased), equipment, fixtures, fixed assets, initial inventory, security deposits, utility deposits, business licenses, etc. 

8. Restrictions on Sources of Products & Services

This section must provide comprehensive disclosure of the franchisee’s obligations to purchase or lease goods, services, supplies, fixtures, equipment, inventory, computer hardware and software, real estate, or comparable items related to establishing or operating the franchised business either from the franchisor, its designee, or suppliers approved by the franchisor, or under the franchisor’s specifications.

9. Franchisee’s Obligations

This section must provide a detailed table enumerating all of the franchisee’s principal obligations. Included in this table must be items on-site selection, pre-opening purchases / leases, site development, initial and ongoing training, fees, operating manual compliance, trademarks, insurance, advertising, indemnification, renewal, and many other similar topics.

10. Financing Arrangements

This section must disclose the detailed terms of every financing arrangement, including leases and installment contracts if applicable, that the franchisor or any closely connected people or companies offers to or requires of the franchisee.

11. Franchisor’s Assistance, Advertising & Systems

This section must describe the terms of any important assistance the franchisor promises to the franchisee. Obligations of both franchisor and franchisee related to any such assistance must be detailed and enumerated in this section.

12. Territory

This section must describe whether the franchisee will be granted any exclusive or nonexclusive rights to a particular territory. In addition, it must lay out the protocols for any territory changes, and it must describe any territory-based limitations on competition between the franchisee and other franchisees or the franchisor.

13. Trademarks

This section must disclose all relevant trademarks to be licensed from the franchisor to the franchisee. For each trademark, it must be disclosed whether the trademark has been registered, if there are any known infringements of the trademark, and any obligations of franchisee or franchisor to indemnify the other against trademark infringement claims.

14. Patents, Copyrights and Proprietary Information

This section must disclose any patents, copyrights, or trade secrets that are to be licensed to the franchisee, together with the registration status of any such patents or copyrights. Any known infringements of any patents or copyrights must also be disclosed by the franchisor.

15. Participation in Franchisee Operations

This section must disclose any obligations of the franchisee to personally participate in the direct operation of the franchisee’s business. If not, then the franchisor must disclose any training or other requirements that on-site supervisors will be subject to by franchisor rule.

16. Restrictions on what the Franchisee may Sell

This section must disclose any franchisor-imposed restrictions or conditions on the goods or services that the franchisee may sell, including any obligation to only sell goods or services authorized by the franchisor, whether the franchisor has the right to change the types of authorized goods or services, and whether there are limits on the franchisor’s right to make changes to such authorizations.

17. Itemized Relationship Description

This section must include a detailed table that enumerates and describes all key items defining the franchisor-franchisee relationship. Such items include franchise term length, term renewal, termination conditions and processes, franchise contract assignment, death or disability of franchisee, non-competition covenants during and after the term of the franchise agreement, dispute resolution, and choice of law.

18. Public Figures Involved in Franchise

This section must disclose any sponsorship, ownership, and management relationships that exist between the franchisor and any public figure. For purposes of this section, public figure means any person whose name or physical appearance is well known to the public in the geographic area where the franchisee business will be located.

19. Financial Performance Representations

This section is the only place where the franchisor can provide guidance to the franchisee about past or potential future financial performance of franchisee-type businesses. The franchisor is allowed to provide historical and/or future predictions of financial performance, but in either case the information must be backed by reasonable data, and the manner in which the performance was calculated or estimated must be disclosed.

20. Outlets and Franchisee Information

This section must disclose the number of franchised and franchisor-owned outlets in each of the past three years, ownership changes in those outlets over the past three years, and any projected new franchised or company-owned outlets.

In addition, the contact info of every franchisee who had an outlet terminated, canceled, or not renewed during the last year must be provided. If any franchisees signed confidentiality clauses during the past three years, that must be disclosed as well.

21. Financial Statements

The section must provide CPA audited and GAAP compliant balance sheets of the franchisor for the past two years. In addition, this section must provide audited GAAP statements of operations, statements of stockholders’ equity, and statements of cash flows of the franchisor for the past three years. Any subsidiaries or subfranchisors of the franchisor should be separately and specifically accounted for in the financial statements.

22. Contracts

This section must provide copies of all proposed agreements regarding the franchise offering, including the franchise agreement and any lease, options, and purchase agreements.

23. Receipts

This section must contain certain boilerplate statements that are described in regulation 16 CFR 436.5(w).

Additional Resources for Franchisors

This article provides a simplified overview of the franchise rule, but there are a lot of additional specific requirements and formatting rules for each section that you’ll need to be familiar with if you plan to take the next steps to become a franchisor. Those details are laid out in my longer article FTC Franchise Rule Disclosure Requirements (about 1/5 as long as the original regulation, and with less legal jargon and more explanation).

The FTC also provides a VERY comprehensive Franchise Rule Compliance Guide where you can find the answer to just about any question imaginable regarding franchisor compliance requirements in every possible situation. Fair warning though: the guide is 154 pages (~50,000 words) long, so it really is better used as a last-resort reference than as reading material.

FTC Franchise Rule Disclosure Requirements for Franchisors


If a company (the “Franchisor”) wishes to offer or sell a franchise located within the U.S., then the Franchisor must either provide a disclosure document or qualify for an exemption (the exemption criteria are listed here).

The FTC Franchise Rule is a specification of exactly what information a Franchisor must disclose to potential franchisees, how that information must be formatted, and what claims cannot be made by a Franchisor.

The Rule requires that the Franchisor disclosure document organize information into 23 sections, each of which has particular requirements for content and formatting. The requirements for each section are summarized below.

1. Basic Details of Franchisor & Franchise Industry

This section must provide the business names, trade names, and principal addresses of the Franchisor and any related companies. It must also provide the info of the registered agent and type of business organization (e.g. general partnership, LLC, corporation, etc) used by the Franchisor.

A “related company” to the Franchisor means a parent company, a subsidiary company, or any other company which is controlled directly or indirectly by the same people or companies as the Franchisor, or any company from which the Franchisor acquired the majority of its assets.

The Franchisor must also disclose in this section whether or not it or any related company operates any businesses of the type being franchised, what other business activities the Franchisor or its related companies are involved in, and details about any other types of franchises sold currently or in the past by the Franchisor or any related companies (including a description of each other line of business, the number of franchises sold in each other line of business, and the length of time each of Franchisor and its related companies has offered franchises in each other line of business).

Regarding the franchise being offered, the Franchisor must describe the business the franchisee will conduct, the general terms of any laws or regulations specific to the industry, a general overview of the market factors (e.g. seasonality, whether goods will be sold to certain groups, whether the market is developed or developing, etc), and a general description of the competition.

2. Business Experience

The Franchisor must disclose the name, current position, and 5 year history of principal job positions (with start and end dates and location) for each “related person” of the Franchisor.

A “related person” of the Franchisor means any person with moderate control in the company or its transactions. It could be a director, trustee, general partner, principal officer, or other individual with relevant management responsibility or authority in that company or related to the franchise being offered.

3. Any Past or Pending Lawsuits

This section must disclose many types of civil and criminal lawsuits that are either pending or were brought (up to 10 years ago) against the Franchisor, any related company of the Franchisor, or any related person of the Franchisor of its related companies. If you have had any legal actions brought against you or any of the companies or people you are connected with in the past 10 years, it’s definitely worthwhile to get the advice of a lawyer on what disclosures you may need to make in this section.

4. Past Bankruptcies

Bankruptcies of the Franchisor or any related companies or related people must be disclosed if they have occurred within the last 10 years. In addition, if any related people of the Franchisor have been principal officers of general partners of other companies that went bankrupt within the past 10 years, those incidents must be disclosed as well.

5. Initial Fees & Refund Terms

Any initial fees (meaning all payments or commitments to pay for services or goods received from the Franchisor or a related company) must be disclosed, along with any conditions under which the initial fees are refundable. If the fees are not uniform, then the formula used to calculate the initial fees must be disclosed.

6. Other Fees

Any other fees must be disclosed with due dates, type of fee, fee amount, and miscellaneous fee details organized into a table formatted according to the rules specified in regulation 16 CFR 436.5(f).

7. Estimated Initial Investment

This section must disclose all estimated initial franchisee expenses such as initial franchise fee, training expenses, real property (whether purchased or leased), equipment, fixtures, fixed assets, initial inventory, security deposits, utility deposits, business licenses, etc. Any specifically required payments must be listed separately by name. All payments and expenses must be accompanied with key details and organized into a table as described in detail in regulation 16 CFR 436.5(g).

8. Restrictions on Sources of Products & Services

This section must provide comprehensive disclosure of the franchisee’s obligations to purchase or lease goods, services, supplies, fixtures, equipment, inventory, computer hardware and software, real estate, or comparable items related to establishing or operating the franchised business either from the Franchisor, its designee, or suppliers approved by the Franchisor, or under the Franchisor’s specifications.

For each such obligation, 11 pieces of information must be provided:

  1. The good or service required to be purchased or leased
  2. Whether the Franchisor or its related companies are approved suppliers or the only approved suppliers of that good or service
  3. Any supplier in which an officer of the Franchisor owns an interest
  4. How the Franchisor grants or revokes approval of alternate suppliers
  5. Whether the Franchisor issues specifications and standards to franchisees, subfranchisees, or approved suppliers, and if so, a description of how the Franchisor issues and modifies specifications
  6. Whether the Franchisor or its related companies will or may derive revenue from required purchases or leases by franchisees, and if so, how exactly the Franchisor receives such benefit
  7. The estimated proportion of these required purchases and leases by the franchisee relative to all purchases and leases of goods and services in establishing and operating the franchisee (i.e. what percentage of purchase and lease costs does this obligation represent for the franchisee)
  8. If a designated supplier will make payments to the franchisor from franchisee purchases, disclose the basis for the payment (for example, specify a percentage or a flat amount). For purposes of this disclosure, a “payment” includes the sale of similar goods or services to the franchisor at a lower price than to franchisees.
  9. The existence of purchasing or distribution cooperatives (i.e. whether the Franchisor and/or franchisee is party to or benefits from a cooperative agreement whereby multiple franchisees and/or other companies aggregate demand to get better bulk pricing)
  10. Whether the Franchisor negotiates purchase arrangements with suppliers, including price terms, for the benefit of franchisees
  11. Whether the Franchisor provides material benefits (for example, renewal or granting additonal franchises) to a franchisee based on a franchisee’s purchase of particular products or services or use of particular suppliers

9. Franchisee’s Obligations

This section must provide a table describing all of the franchisee’s principal obligations, including any obligations related to each of the following items:

  • Site selection and acquisition / lease
  • Pre-opening purchase / leases
  • Site development and other pre-opening requirements
  • Initial and ongoing training
  • Opening
  • Fees
  • Compliance with standards and policies / operating manual
  • Trademarks and proprietary information
  • Restrictions on products / services offered
  • Warranty and customer service requirements
  • Territorial development and sales quotas
  • Ongoing product / service purchases
  • Maintenance, appearance, and remodeling requirements
  • Insurance
  • Advertising
  • Indemnification
  • Owner’s participation / management / staffing
  • Records and reports
  • Inspections and audits
  • Transfer
  • Renewal
  • Post-termination obligations
  • Non-competition covenants
  • Dispute resolution
  • Other (describe)

10. Financing Arrangements

This section must disclose the terms of each financing arrangement, including leases and installment contracts, that the Franchisor or its related companies or related people or its agents offer, directly or indirectly, to the franchisee. All the financing arrangements should be organized into a table that provides the following information for each arrangement:

  • What the financing covers (e.g. the initial franchise fee, site acquisition, opening inventory, ongoing inventory, etc)
  • The identity of each lender providing financing and their relationship to the Franchisor
  • The amount of financing offered or, if the amount depends on an actual cost that may vary, the percentage of the cost that will be financed
  • The interest rate, plus finance charges, expressed on an annual basis
  • The number of payments or the period of repayment
  • The nature of any security interest required by the lender
  • Whether a person other than the franchisee must personally guarantee the debt
  • Whether the debt can be prepaid and if so, the nature of any prepayment penalty
  • The franchisee’s potential liabilities upon default
  • any other material financing terms

In addition, this section must disclose whether any loan agreement requires franchisees to waive defenses or other legal rights or bars franchisees from asserting a defense against the lender, the lender’s assignee or the franchisor.

The Franchisor must also disclose whether it is its intent or standard practice to sell, assign, or discount to a third party all or part of the financing arrangement as well as whether the Franchisor or any related company receives consideration for placing financing with the lender.

11. Franchisor’s Assistance, Advertising & Systems

This section must disclose the Franchisor’s main assistance and related obligations of both the Franchisor and franchisee. The following particular issues must be covered:

  1. Disclose the Franchisor’s pre-opening obligations to the franchisee, including any assistance in locating a site, negotiating the purchase or lease of a site, conforming the premises to local ordinances and building codes, obtaining any required permits, constructing or remodeling or decorating the premises, hiring and training employees, and providing any necessary equipment, signs, fixtures, opening inventory, and supplies.
  2. Disclose the typical length of time between the earlier of the franchise agreement signing or first franchise payment and the opening of the franchisee’s business.
  3. Disclose the Franchisor’s obligations to the franchisee during the operation of the franchise, including any assistance in developing products or services, hiring and training employees, improving and developing the franchised business, establishing prices, establishing and using administrative and bookkeeping procedures, or resolving operating problems encountered by the franchisee.
  4. Disclose the advertising program for the franchise system, including any Franchisor obligation to conduct advertising, the circumstances when the Franchisor will permit franchisees to use their own advertising material, whether there is an advertising council composed of franchisees that advises the Franchisor on advertising policies, whether the franchisee must participate in a local or regional advertising cooperative, whether the franchisee must participate in any other advertising fund, how unused advertising funds are used and accounted for at the end of a year, and the percentage of advertising funds, if any, that the Franchisor uses to solicit new franchise sales.
  5. Disclose whether the Franchisor requires the franchisee to buy or use electronic cash registers or computer systems.
  6. Disclose the table of contents of the Franchisor’s operating manual provided to franchisees as part of the Franchisor’s last fiscal year-end or a more recent date.
  7. Disclose the Franchisor’s training program.

The requirements for this section are actually much more in depth both in required content and content formatting. The complete set of requirements is described in regulation 16 CFR 436.5(k).

12. Territory

The Franchisor must disclose each of the following:

  1. Whether the franchise is for a specific location or a location to be approved by the Franchisor
  2. Any minimum territory granted to the franchisee (for example, a specific radius, a radius sufficient to encompass a specified population, or another specific designation)
  3. The conditions under which the Franchisor will approve the relocation of the franchised business or the franchisee’s establishment of additional franchised outlets
  4. Franchisee options, rights of first refusal, or similar rights to acquire additional franchises
  5. Whether the Franchisor grants an exclusive territory
  6. For all territories (exclusive and non-exclusive), any restrictions on the Franchisor from soliciting or accepting orders from consumers inside the franchisee’s territory, any restrictions on the franchisee from soliciting or accepting orders from consumers outside his or her territory, and details of any situation if the Franchisor or a related company operates, franchises, or plans to operate or franchise a business under a different trademark that sells or will sell similar goods or services to those of the franchisee

There are more details for each item that must be included in this section (as described in regulation 16 CFR 436.5(l)).

13. Trademarks

This section must include the following disclosures:

  1. Disclose each principal trademark to be licensed to the franchisee. (Principal trademark means the primary trademarks, service marks, names, logos, and commercial symbols the franchisee will use to identify the franchised business, but it may not include every trademark the Franchisor owns).
  2. Disclose whether each principal trademark is registered with the United States Patent and Trademark Office (USPTO).
  3. If any principal trademark is not registered with the USPTO, then disclose whether the Franchisor has filed any trademark application.
  4. If a trademark is not registered on the Principal Register of the USPTO, state: “We do not have a federal registration for our principal trademark. Therefore, our trademark does not have many legal benefits and rights as a federally registered trademark. If our right to use the trademark is challenged, you may have to change to an alternative trademark, which may increase your expenses.”
  5. Disclose any currently effective material determinations of the United States Patent and Trademark Office, the Trademark Trial and Appeal Board, or any state trademark administrator or court; and any pending infringement, opposition, or cancellation proceeding. Include infringement, opposition, or cancellation proceedings in which the Franchisor unsuccessfully sought to prevent registration of a trademark in order to protect a trademark licensed by the Franchisor. Describe how the determination affects the ownership, use, or licensing of the trademark.
  6. Disclose any pending material federal or state court litigation regarding the Franchisor’s use or ownership rights in a trademark.
  7. Disclose any currently effective agreements that significantly limit the Franchisor’s rights to use or license the use of trademarks listed in this section.
  8. Disclose any obligations of Franchisor or franchisee to notify and/or indemnify the other of trademark infringement claims.
  9. Disclose whether the Franchisor knows of either superior prior rights or infringing uses that could materially affect the franchisee’s use of the principal trademarks in the state where the franchised business will be located.

14. Patents, Copyrights and Proprietary Information

  1. Disclose whether the Franchisor owns rights in, or licenses to, patents or copyrights that are material to the franchise. Also, disclose whether the Franchisor has any pending patent applications that are material to the franchise.
  2. Describe any current material determination of the United States Patent and Trademark Office, the United States Copyright Office, or a court regarding the patent or copyright. Describe how the determination affects the franchised business.
  3. State the forum, case number, claims asserted, issues involved, and effective determinations for any material proceeding pending in the United States Patent and Trademark Office or any court.
  4. If an agreement limits the use of the patent, patent application, or copyright, state the parties to and duration of the agreement, the extent to which the agreement may affect the franchisee, and other material terms of the agreement.
  5. Disclose the Franchisor’s obligation to protect the patent, patent application, or copyright; and to defend the franchisee against claims arising from the franchisee’s use of patented or copyrighted items.
  6. If the Franchisor knows of any patent or copyright infringement that could materially affect the franchisee, disclose the nature and details of such infringement.
  7. If the Franchisor claims proprietary rights in other confidential information or trade secrets, describe in general terms the proprietary information communicated to the franchisee and the terms for use by the franchisee. The Franchisor need only describe the general nature of the proprietary information, such as whether a formula or recipe is considered to be a trade secret.

15. Participation in Franchisee Operations

  1. Disclose the franchisee’s obligation to participate personally in the direct operation of the franchisee’s business and whether the Franchisor recommends participation.
  2. If personal “on-premises” supervision is not required, disclose any Franchisor recommendations, limitations, training requirements, and equity interest requirements for on-premises supervisors.
  3. Disclose any restrictions that the franchisee must place on its manager.

16. Restrictions on what the Franchisee May Sell

Disclose any franchisor-imposed restrictions or conditions on the goods or services that the franchisee may sell or that limit access to customers, including:

  1. Any obligation on the franchisee to sell only goods or services approved by the Franchisor
  2. Any obligation on the franchisee to sell all goods or services authorized by the Franchisor
  3. Whether the Franchisor has the right to change the types of authorized goods or services and whether there are limits on the Franchisor’s right to make changes

17. Renewal, Termination, Transfer, Disputes

Disclose, in the particular tabular form specified in regulation 16 CFR 436.5(q), a table that cross-references each enumerated franchise relationship item with the applicable provision in the franchise or related agreement. Each of the following items must be included in the table (but can be marked “not applicable” if such is the case):

  • Length of the franchise term
  • Renewal or extension of the term
  • Requirements for franchisee to renew or extend
  • Termination by franchisee
  • Termination by Franchisor without cause
  • Termination by Franchisor with cause
  • “Cause” defined – curable defaults
  • “Cause” defined – non-curable defaults
  • Franchisee’s obligations on termination/non-renewal
  • Assignment of contract by Franchisor
  • “Transfer” by franchisee – defined
  • Franchisor approval of transfer by franchisee
  • Conditions for Franchisor approval of transfer
  • Franchisor’s right of first refusal to acquire franchisee’s business
  • Franchisor’s option to purchase franchisee’s business
  • Death or disability of franchisee
  • Non-competition covenants during the term of the franchise
  • Non-competition covenants after the franchise is terminated or expires
  • Modification of the agreement
  • Integration/merger clause
  • Dispute resolution by arbitration or mediation
  • Choice of forum
  • Choice of law

18. Public Figures Involved in Franchise

Disclose:

  • Any compensation or other benefit given or promised to a public figure arising from either the use of the public figure in the name or symbol, or the public figure’s endorsement or recommendation of the franchise to prospective franchisees.
  • The extent to which the public figure is involved in the management or control of the Franchisor. Describe the public figure’s position and duties in the Franchisor’s business structure.
  • The public figure’s total investment in the franchisor, including the amount the public figure contributed in services performed or to be performed. State the type of investment (for example, common stock, promissory note).

For purposes of this section, a public figure means a person whose name or physical appearance is generally known to the public in the geographic area where the franchise will be located.

19. Financial Performance Representations

There are certain boilerplate statements that must be made in this section. The exact statements are provided in regulation 16 CFR 436.5(s).

If the Franchisor makes any financial performance representation to prospective franchisees, the Franchisor must have a reasonable basis and written substantiation for the representation at the time the representation is made and must state the representation in this section 19 disclosure. The Franchisor must also:

  • Disclose whether the representation is an historic financial performance representation about the franchise system’s existing outlets, or a subset of those outlets, or is a forecast of the prospective franchisee’s future financial performance.
  • If related to past performance of the franchise system’s existing outlets, disclose the material bases for the representation must be included. See the regulation linked above for the details of what is considered material.
  • If the representation is a forecast of future financial performance, disclose the material bases and assumptions on which the project is based must be disclosed.
  • Provide a clear and conspicuous admonition that a new franchisee’s individual financial results may differ from the result stated in the financial performance representation.
  • Provide a statement that written substantiation for the financial performance representation will be made available to the prospective franchisee upon reasonable request.

If a Franchisor wishes to disclose only the actual operating results for a specific outlet being offered for sale, it need not comply with this section, provided the information is given only to potential purchasers of that outlet.

If a Franchisor furnishes financial performance information according to this section, the Franchisor may deliver to the prospective franchisee a supplemental financial performance representation about a particular location or variation, apart from the disclosure document, provided certain criteria laid out in the regulation linked above are complied with.

20. Outlets and Franchisee Information

Include the following disclosures:

  • The total number of franchised and company-owned outlets for each of the Franchisor’s last three fiscal years, organized into the tabular form shown in regulation 16 CFR 436.5(t)
  • The number of franchised and company-owned outlets and changes in the number and ownership of outlets located in each state during each of the last three fiscal years. Organize the info into the forms of the second, third, and fourth tables in the regulation linked above
  • The projected new franchised and company-owned outlets, organized into the form of table 5 from the regulation linked above
  • The names of all current franchisees and the addresses and telephone numbers of each of their outlets
  • The contact info of every franchisee who had an outlet terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchise agreement during the most recently completed fiscal year or who has not communicated with the Franchisor within 10 weeks of the disclosure document issuance date
  • If a Franchisor is selling a previously-owned franchised outlet now under its control, disclose the following additional information for that outlet for the last five fiscal years
  • Whether franchisees signed confidentiality clauses during the last three years
  • To the extent known, the contact info of each trademark-specific franchisee organization associated with the franchise system being offered

21. Financial Statements

The following financial statements must be provided in accordance with GAAP or SEC rules, and with a franchise startup exception discussed precisely in regulation 16 CFR 436.5(u), these statements must be audited by a CPA using GAAP standards.

  • The Franchisor’s balance sheet for the previous two fiscal year-ends before the disclosure document issuance date
  • Statements of operations, stockholders equity, and cash flows for each of the Franchisor’s previous three fiscal years

Financial statements should include separate information for any subsidiaries and subfranchisors.

22. Contracts

You must attach a copy of all proposed agreements regarding the franchise offering, including the franchise agreement and any lease, options, and purchase agreements.

23. Receipts

Certain boilerplate attachments must be included in the disclosure document. The details are provided in regulation 16 CFR 436.5(w).

12 Loan Options for Florida Startups with No Revenue


The majority of businesses with no revenue fail before they ever bring in a single dime, which means normal lenders such as mainstream banks and even the SBA won’t lend you a single dime. However, there are still lenders who will lend to pre-revenue startups if you know where to look.

One of the best opportunities for pre-revenue startups to get loans is something most founders have never heard of: Community Development Financial Institutions (CDFIs). There are over 1200 CDFIs across all 50 states, DC, Guam, and Puerto Rico, and they exist to lend to startups, small businesses, co-ops & real estate development projects.

CDFIs can be local banks or credit unions, although most are nonprofits which exist solely to serve the role of CDFI. Some CDFIs are hyperlocal and may serve only a few hundred clients while others may serve millions through different branches or partner institutions.

Each CDFI has its own mission statement and targets a specific type of borrower. Many lend to startups and small businesses within a particular geographic area, some lend to businesses with social or sustainability impact, and some lend to minority or women founders. Often these institutions are very flexible on eligibility criteria so if you find one that you think might be relevant, it’s worth calling them to see if they can help you.

The second category of pre-revenue startup loan options is personal loans. Personal loans for business will have stricter credit and income requirements than CDFI loans, but if you have steady income from a current job, you should be able to leverage that into loan offers from personal loan providers. Then you can use that money for starting your own business and quitting your old job once your business is off the ground.

In this article, I’ve compiled the 12 best options for pre-revenue Florida startups I could find from both CDFIs and personal loan providers.

1. Ascendus Start-Up Loan

Loans up to $10,000 at low interest rates. Available anywhere in Florida and several other states.

Requirements

  • FICO score of 575 of higher
  • No more than $3,000 in unpaid / past due debt
  • Any bankruptcy must be discharged for more than 1 year
  • Any foreclosure must be complete for more than 2 years
  • Business must be currently registered
  • Owner must have a full or part-time job for at least 6 months and be able to provide the 2 most recent paystubs

Program Website: Ascendus Start-Up Loan

2. Lift Fund Small Business Loan

Loan amounts from $500 to $250,000. Loan maturity from 6 months to 10 years.

Requirements

  • Founder is least 21 years old
  • Founder is not involved in any active bankruptcy proceedings
  • Founder has lived in an eligible state for at least 6 months (eligible states include Florida but also Texas, Georgia, Tennessee, Alabama, Arkansas, Kentucky, Louisiana, Mississippi, Missouri, New Mexico, Oklahoma, and South Carolina)
  • Startup is not involved in adult entertainment
  • If business does not have revenue, then either founder must have sufficient income to cover loan payments (e.g. external job income, rental income, disability income, etc) or founder must apply with a co-borrower who has sufficient income to cover initial loan payments

I spoke with a representative who said that credit is considered flexibly. Typically they like to see applicants have at least a 575 credit score, but they are more interested in the activities leading to the credit score than the credit score itself, and they would rather see a low score that is increasing than a high score that is falling. The representative also said they are willing to work with individual borrowers with worse credit.

Email: info@liftfund.com

Phone: 888-215-2373

Loan Info Page: Lift Fund Loan Offerings

Loan Application (choose the “Small Business Loan” option if/when prompted): Lift Fund Small Business Loan Application

3. Upstart Personal Loan for Business

Loans from $1,000 to $50,000 are available to anyone with sufficient credit and income from a current job (the business to be started need not have any income itself).

Website: Personal Loan for Business Pre-Application

4. Ascendus Childcare Business Loan

Loans up to $20,000 are accessible in 48 hours with almost zero paperwork for licensed childcare professionals to start their own childcare business. Available throughout Florida (and several other states).

Requirements

  • Must be a licensed family childcare provider (and have been licensed for at least 3 years)
  • May have no credit, but if you have credit, your FICO score must be at least 575

Loan Program Webpage: Ascendus Childcare Loan

5. Broward Revolving Loan Fund Start-Up Loan

Loans from $10,000 to $50,000 for new businesses located in Broward Municipal Services District. The loan can be used to buy machinery or equipment, to finance tenant and real estate improvements, and to provide working capital.

Program Summary: Broward Revolving Loan Fund Program Announcement

Program Info: Broward Municipal Services District Revolving Loan Program Info & Application

6. Broward Revolving Loan Fund Microloan

Loans from $3,000 to $10,000 for businesses in Broward Municipal Services District that are at least 6 months old. Loan funds can be used for machinery, equipment, financing tenant and real estate improvements, and working capital.

Program Info: Broward Municipal Services District Revolving Loan Program Info & Application

7. Miami Bayside Foundation Minority Business Loan

Loans from $5,000 to $75,000 (and up to $150,000 in special circumstances).

Requirements

  • Minority or women owned
  • Owned by United States citizens or lawful permanent residents
  • Domiciled in Miami-Dade County, as stated in the company’s occupational license
  • For-profit S corporation, C corporation, or LLC. No sole proprietorships.
  • Must demonstrate that the loan will aid in the creation of new jobs
  • Must use funds for working capital, cash flow, inventory, and/or equipment
  • For startups under 1 year old, owners must put up a 20% cash match

Specific Program Info: Minority-Owned Business Loan Program

Foundation Loan Programs Overview: Miami Bayside Foundation Loan Programs

8. Miami Bayside Foundation Black Business Loan

Loans from $5,000 to $75,000 (up to $150,000 in special circumstances).

Requirements

  • 51% black-owned
  • Owned by United States citizens or lawful permanent residents
  • Domiciled in Miami-Dade, Broward, or Monroe Counties, as stated in the organization’s occupational license
  • For-profit S corporation, C corporation, or LLC. No sole proprietorships.
  • Must demonstrate that the loan will aid in the creation of new jobs
  • Must use funds for working capital, cash flow, inventory, and/or equipment
  • For startups under 1 year old, owners must put up a 20% cash match

Specific Program Info: Black Business Loan Program

9. OLCDC Small Business Loan (Startup Option)

Loans up to $250,000 from OLCDC (Opa-Locka Community Development Corporation).

Program Info: OLCDC Small Business Loan

10. Our Microlending Loans

Our Microlending LLC is a CDFI in Miami which provides loans of $3,000 to $50,000 for up to 24 month terms. They can provide loans even to tiny businesses with only a few hundred dollars in revenue, but they do normally require you to have been in business (even if the business is not registered) for at least 6 months and for some cashflow to have been generated during that time.

However, I spoke with a Microlending representative who said her organization is willing to work with founders of pre-revenue businesses in certain situations. Specifically, she said that if the founder had previously been employed in a related capacity, then they may be able to fund them. She gave an example of a woman who previously had a chair at a hair salon but wanted to start her own hair salon, and Microlending was able to work with her to finance that.

The rep also said that collateral and/or a co-borrower could help the application, and she emphasized multiple times that loans are decided case by case with a lot of flexibility.

Info Webpage: Our Microlending Loans

Phone: 305-854-8113

11. Partners for Self Employment Peer Loan

No credit, no collateral loans for entrepreneurs who are qualified residents of Miami Dade County. Loan amounts range from $1,000 to $5,000. You have the best chance of receiving the loan if you are either low income, a minority, or a person of color.

The loan details will be specific to your situation, and the website doesn’t have much useful info so the best way to get information is to contact someone by phone or email.

Phone: 305-438-1407

Email: success@partnersforselfemployment.org

12. Lending Club Personal Loan for Business

Loan amounts up to $40,000 for anyone with sufficient credit and income from a current job (but the startup business itself need not have any income).

Website: Lending Club Personal Loan for Business Pre-Application