Can I publicly advertise that my startup is raising money?
By SuLe · Updated 9 May 2026
Usually not to the general public: a public "invest in my startup" advert is a financial promotion, and section 21 of the Financial Services and Markets Act 2000 makes communicating one without authorisation, an authorised firm's approval, or an exemption a criminal offence. You can raise money — but almost always through an exemption or an FCA-authorised platform, not an open advert.
Key facts
- Inviting people to buy your shares is "investment activity" under section 21 FSMA 2000, so a public "invest in us" advert needs authorisation, approval or an exemption.
- Breaching section 21 is a criminal offence carrying up to two years' imprisonment, and the resulting agreement can be unenforceable against the investor under section 30 FSMA.
- The rule is medium-neutral: pitch decks, websites, emails, LinkedIn posts and DMs can all be financial promotions.
- Most founders raise lawfully via the high-net-worth and sophisticated-investor exemptions, or through an FCA-authorised crowdfunding platform.
- SEIS or EIS status does not exempt a promotion from section 21 — the tax and promotion regimes are separate.
Why is advertising a raise legally risky?
Section 21 FSMA 2000 restricts "financial promotions" — communications, made in the course of business, that invite or induce someone to engage in investment activity. Inviting people to buy shares in your company is squarely within that.
Unless you are FCA-authorised (almost no startup is), the promotion is approved by an authorised firm, or an exemption applies, communicating it is a criminal offence. The maximum sentence is two years' imprisonment, plus a fine.
There is a second sting. Under section 30 FSMA, an agreement entered into off the back of an unlawful promotion can be unenforceable against the investor — so they could unwind the deal and demand their money back at the worst possible moment.
What can I say publicly without breaking the rules?
Factual updates about your company are generally fine; an invitation or inducement to invest is not. The dividing line is whether the communication nudges the reader towards buying an investment.
"We hit £1m ARR and we're hiring" is a business update. "We're raising £500k — DM me to buy shares" is a financial promotion aimed at the public. The first states facts; the second invites investment activity.
Because the rules are medium-neutral, this applies everywhere — your homepage, a newsletter, a demo-day slide, a LinkedIn post or a direct message. A character limit or "it's just an update" framing does not change the legal analysis if the substance is an invitation to invest.
How do founders raise legally instead?
Most early-stage raises rely on exemptions in the Financial Promotion Order 2005, or on an authorised platform. Neither lets you broadcast to the public; both channel the offer to people the law treats as able to assess the risk.
The common exemptions are for certified high-net-worth individuals and for certified or self-certified sophisticated investors. You collect the prescribed signed statement from each person before you promote to them, include the required risk warnings, and keep the paperwork on file.
Equity crowdfunding works differently: an FCA-authorised platform communicates or approves the promotion, categorises investors, and runs appropriateness checks. That authorisation — not your own — is what makes a public-facing campaign lawful.
Does SEIS/EIS or "friends and family" change this?
No. SEIS/EIS status does not exempt a promotion from section 21 — a tax relief and financial-promotion law are separate regimes, and advance assurance says nothing about how you may promote.
Raising from friends and family is not an automatic exemption either. There are narrow FPO exemptions for genuine existing relationships, but they are easy to overstep, so this is a point to confirm with a solicitor rather than assume. [More: Can I raise money from friends and family legally?]
| Public communication | Likely position |
|---|---|
| "We shipped v2 and grew 40% this quarter" | Factual update — generally not a financial promotion |
| "We're hiring two engineers" | Factual update — not a promotion |
| "We're raising £500k — message me to invest" | Financial promotion to the public — high risk under s.21 |
| Deck with terms, sent to a certified HNW investor after their signed statement | Promotion made under an exemption — lawful if conditions met |
| Campaign page on an FCA-authorised crowdfunding platform | Promotion approved/communicated by an authorised firm — lawful route |
Worked example
Maya founds Ledgerly, a B2B fintech, and wants to raise £400,000. Tempted to post "Ledgerly is raising — invest now, SEIS available" to her 9,000 LinkedIn followers, she checks the rules first.
Instead she posts a factual milestone — "Ledgerly just passed 200 paying customers" — with no invitation to invest. Separately, she asks interested angels to sign the relevant high-net-worth or sophisticated-investor statement before she sends the deck, and keeps each certificate on file.
For a wider public raise she lists on an FCA-authorised crowdfunding platform, which approves the promotion and runs its own investor checks. She never broadcasts "buy our shares" to the public, and takes advice on which exemption covers each conversation.
Where founders go wrong
Treating a public "invest in us" post as marketing
— it is a financial promotion, and an unapproved one is a criminal offence, not a growth hack.Assuming SEIS/EIS advance assurance is a green light
— it is a tax matter and does nothing to satisfy section 21.Relying on "they said they were an angel"
— you need the signed statement on file before you promote, not a verbal assurance afterwards.Forgetting section 30
— even if no one prosecutes, the investor may be able to unwind the deal and reclaim their money.
Related questions
Is telling people I'm raising illegal?
Not in itself. Talking about your company is fine. The line is crossed when you invite or induce someone to invest, because that is a financial promotion under section 21 FSMA, which needs authorisation, an authorised firm's approval, or an exemption. [More: What is a financial promotion and when do the rules apply to founders?]
Can I put "we're raising" on my website?
A factual statement that you are fundraising is lower risk than an "invest now" call to action, but a public page inviting the general public to invest can be a financial promotion. Keep public pages factual and route actual investment conversations through an exemption or an authorised platform.
Does an exemption make advertising safe?
Exemptions like the high-net-worth and sophisticated-investor routes let you promote to specific certified people, not the public at large. You must collect the right signed statement before you promote to that person, and take advice on which exemption fits. [More: Who counts as a high-net-worth or sophisticated investor?]
What's the penalty if I get it wrong?
Breaching section 21 is a criminal offence carrying up to two years' imprisonment and a fine. Separately, under section 30 FSMA the investment agreement can be unenforceable against the investor, who may be able to unwind the deal and reclaim their money.
Does SEIS/EIS advance assurance let me advertise?
No. SEIS/EIS is a tax regime and section 21 is a promotion regime — they are separate. Advance assurance tells investors the tax relief should be available; it says nothing about whether you may lawfully promote the offer to them.
Getting a public raise wrong is not a marketing slip — it is a potential criminal offence under section 21, and it can hand your investors the right to unwind the deal. A SuLe solicitor can map your raise to the right exemption and check your posts and deck before anything goes out. Book a free call before you promote your raise and stay on the right side of the line.
Keep reading: What is a financial promotion and when do the rules apply to founders? · Who counts as a high-net-worth or sophisticated investor? · How does equity crowdfunding work legally in the UK? · What are the legal risks of pitching my raise on LinkedIn or social media? · Can I raise money from friends and family legally?
Primary sources: Financial Services and Markets Act 2000, section 21 · Financial Promotion Order 2005 · FCA — Financial promotions and adverts
