What are the legal risks of pitching my raise on LinkedIn or social media?
By SuLe · Updated 7 May 2026
A public "we're raising — DM me to invest" post is a financial promotion to the general public, and an unapproved one is a criminal offence under section 21 FSMA. The FCA has confirmed the financial-promotion rules apply in full on social media: character limits and an "it's just an update" framing do not excuse missing risk warnings, and each post or DM stands alone as a promotion.
Key facts
- Section 21 FSMA is medium-neutral, so a LinkedIn post, a story, a tweet or a DM can each be a financial promotion.
- The FCA's social-media guidance says the rules apply in full online — a character limit is not an excuse for missing risk warnings.
- Each post, story or DM is assessed on its own; "it was part of a thread" or "just a story" is no defence.
- An unapproved promotion is a criminal offence carrying up to two years' imprisonment, and the deal can be unenforceable against the investor under section 30 FSMA.
- The safer public pattern is factual traction updates, with investment conversations moved privately to certified investors after statements are collected.
Why is a "we're raising" post so risky?
Because it is usually a financial promotion aimed at everyone who can see it. The moment a post invites or induces people to invest — "DM me to invest", "buy into our round" — it is a section 21 communication made to the public.
You are almost certainly not FCA-authorised, and a public post has not been approved by an authorised firm, so unless a genuine exemption covers every viewer, it is unlawful. The exemptions are person-specific and require signed statements first, which a broadcast post cannot satisfy.
That makes the classic "we're raising — DM me" post the textbook accidental breach: it feels like marketing, but legally it is an unapproved promotion to an unrestricted audience.
Does social media get any special leniency?
No — if anything the FCA has been pointed about it. Its social-media guidance confirms the financial-promotion rules apply in full on social platforms, and that the format's constraints are your problem, not an excuse.
A character limit does not let you drop the required risk warnings; a disappearing "story" is still a promotion while it is up; a casual tone does not change the substance. Each post and each DM is assessed on its own, so you cannot spread a compliant message across a thread and rely on the whole.
In short, the platform's informality is a trap. The same offer that would need an exemption on paper needs one in a 280-character post. [More: What is a financial promotion and when do the rules apply to founders?]
Are private DMs any safer than public posts?
Not automatically. Section 21 is medium-neutral, so a one-to-one message inviting someone to invest is a financial promotion just as a public post is. The privacy of the channel does not remove the restriction.
A DM can be lawful — but only if the recipient falls within an exemption and you collected their signed statement before you sent it. Sliding into someone's DMs with your deck, before any certification, is promoting to them unlawfully.
The distinction is the paperwork and the timing, not the medium. A DM to a certified sophisticated investor whose statement is on file is very different from a cold DM to a stranger. [More: Who counts as a high-net-worth or sophisticated investor?]
| Post / message | Likely position |
|---|---|
| "We passed 10,000 users this month" | Factual milestone — generally not a promotion |
| "We're hiring — join us" | Factual — not a promotion |
| "We're raising £500k — DM to invest" (public) | Public financial promotion — high risk under s.21 |
| Story: "Round closing Friday, message me for terms" | Promotion — disappearing format is no defence |
| DM with deck to a certified investor, statement already on file | Promotion under an exemption — lawful if conditions met |
| Cold DM with deck to a stranger | Unapproved promotion — high risk |
Worked example
Ellie, founder of a B2B SaaS startup, is raising £450,000 and has 12,000 LinkedIn followers. Her instinct is to post "We're raising! DM me to invest before the round closes" — the fastest way to fill the round.
Her solicitor flags it as a public financial promotion with no approval and no exemption behind it: a criminal risk under section 21, and one that would be visible to every investor she wants to impress.
Instead, Ellie posts a factual update — "We just crossed £40k MRR" — with no invitation to invest. Interested angels reach out; she moves those conversations off the public feed, collects each person's high-net-worth or sophisticated-investor statement before sending the deck, and keeps the certificates on file.
Where founders go wrong
Posting "DM me to invest" publicly
— it is an unapproved promotion to the public, not a growth tactic.Relying on the format as cover
— a story, a thread or a character limit does not excuse missing risk warnings or the need for an exemption.Cold-DMing a deck
— a private message is still a promotion; without the recipient's statement on file first, it is likely unlawful.Deleting the post as a "fix"
— taking it down later does not undo a promotion that was already communicated, or its section 30 consequences.
Related questions
Is a LinkedIn "we're raising" post illegal?
It can be. If the post invites or induces people to invest — "DM me to invest", "buy shares in our round" — it is a financial promotion to the public, and an unapproved one breaches section 21 FSMA. A factual milestone post with no investment invitation is far lower risk.
Do character limits or "it's just a story" help?
No. The FCA's social-media guidance says the financial-promotion rules apply in full online. A character limit does not excuse missing risk warnings, and "it's just a story or update" does not change the substance if the post invites investment. Each post or story stands alone as a promotion.
What about a DM inviting someone to invest?
A direct message can be a financial promotion too. Section 21 is medium-neutral, so a one-to-one DM inviting investment is caught just like a public post. If you have not collected the recipient's exemption statement first, the DM may be an unlawful promotion.
Can I post anything about fundraising safely?
Factual milestones are the safer pattern — "we hit 10,000 users", "we closed our round". The risk comes from an invitation to invest. Many founders post traction publicly and move actual investment conversations to certified investors privately, with statements collected first. [More: Can I publicly advertise that my startup is raising money?]
What's the worst that can happen?
An unapproved promotion is a criminal offence under section 21, carrying up to two years' imprisonment. Under section 30 FSMA the resulting investment can be unenforceable against the investor, who may unwind it. Reputationally, a public misstep is also visible to the very investors you want.
Social media makes an unlawful raise pitch one thumb-tap away — and the rules apply in full to a post, a story or a DM, with criminal consequences for getting it wrong. A SuLe solicitor can set out what you can safely post and how to move investment conversations off-feed lawfully. Book a free call before you promote your raise and post with confidence.
Keep reading: Can I publicly advertise that my startup is raising money? · What is a financial promotion and when do the rules apply to founders? · Who counts as a high-net-worth or sophisticated investor? · Can anyone invest in my startup, or are there investor eligibility rules? · Do angel syndicates need FCA authorisation?
Primary sources: FCA — Financial promotions and adverts · Financial Services and Markets Act 2000, section 21 · Financial Promotion Order 2005
