Successful Business Plan Composition: Part I - A Business Plan is Not a Substitute for a Private Offering Memorandum

Too many times on the independent contractor sites (e.g., Upwork, Outsource, Freelancer, and Thumbtack) ads are posted by eager entrepreneurs soliciting proposals for a business plan where the intent it to raise funds from passive investors. The ageless Howey proposition remains: an investment contract involves i) an investment of money, ii) in a common enterprise, and iii) where profits are derived solely by the efforts of others. It may prove to be a hard lesson when the unwary upstart’s project fails to pan out and federal and state agencies investigate for securities violations. This webcast helps business plan consulting professionals distinguish between passive and active business management factors that distinguish protected by securities laws from those that are not. The former requires a Private Offering Memorandum and not a business plan. The latter requires business partner acknowledgements in the business plan to protect the business plan consulting professional from claims of aiding and abetting violations of federal and state securities laws.


Lesson 1.


Lesson 2.

Elements of a Private Offering Memorandum

Lesson 3.

Business Plan Elements: The SBA Format

Lesson 4

Securities Law Violations and  Defensive Business Plan Acknowledgment

Lesson 5



**Please Note:  If you need credit reported to the IRS for this IRS approved program, please download the IRS CE request form on the Course Materials Tab and submit to leighanne.conroy@acpen.com.


*Recognize elements of a Private Offering Memorandum correctly center on risk disclosure and misrepresentation or material omission avoidance  

*Recognize elements of a business plan correctly convey investigations into expected venture outcome  

*Recognize a business plan and Private Offering Memorandum elements target different objectives and, as such, a business plan is correctly not a substitute for a Private Offering Memorandum  

*Recognize the tax code’s material participation requirements correctly coalesce a conclusion the investor’s venture investment interest is not protected by federal or state securities laws  

*Recognize business partner factual averment acknowledgements in the business plan correctly protect consulting professionals from aiding or abetting federal or state securities law violations


*The definition of a security  

*Elements of a Private Offering Memorandum  

*Business plan composition: The SBA format  

*Tax code material participation requirements  

*Business plan requirements: securities law violations and defensive client acknowledgements

Additional Information

Designed For

*Enrolled Agents
*Enrolled Retirement Plan Agents
*Self-directed Retirement Plan Fiduciaries, Custodians, and Administrators
*Self-directed Retirement Plan Account Holders
*Tax Return Preparers
*Financial Planners
*Business Consultants



Advanced Preparation



This webcast is an intermediate continuing education webcast.
It is assumed the webcast participant has achieved basic business plan writing skills and understanding

Course Number


Level of Knowledge


Add to Cart

View All Courses