The Concept of Public Offering
The legal framework of crowdfunding begins with the concept of a public offering of securities: a public offering is a proposal to at least 100 persons or to a previously unspecified number of persons, in the name of the issuer, for the direct or indirect sale of securities. A proposal of this kind concerning the securities of a non-reporting enterprise, made in the name of a person who is not the issuer, is also treated as a public offering. This definition decides when a crowdfunding campaign takes the form of a public offering: the circle of targeted investors and the formulation of the proposal determine in advance which regulatory regime the campaign falls under. The threshold of one hundred persons is precisely the point where the transition from private agreement to the public market takes place.

