For many startup founders, navigating the securities law landscape (federal and state) can be tricky and is best tackled with the help of an experienced attorney. As a general rule, Section 5 of the Securities Act of 1933, requires that any offer or sale of securities must be registered with the Securities and Exchange Commission unless an available exemption from registration exists.There are three common scenarios when securities laws typically come into play for most early stage startups:Issuing equity to the foundersFirst and foremost, u201cfounders stocku201d is not an actual type of class of security. It is simply a term used to typically describe common stock that is granted to founders, usually in the form of restricted stock that is (and always should) be subject to vesting.Securities Act Rule 4(a)(2) provides an exemption from registering an issuance of such securities not involving a public offering that is sold to people who take the initiative in founding or organizing the business. One thing to note, however, is that even if you are selling shares to founders under this exemption, there may be requirements under state u201cblue skyu201d laws that may need to be complied with.Raising money from investorsWhen it comes to raising money from outside investors, founders need to be aware of various securities laws (state and federal) that may apply. Regardless of the fundraising structure (e.g. convertible debt, SAFEs, stock issuances, etc.) a startup needs to follow the registration requirements under Section 5 before issuing its securities. Luckily, there are some available exemptions from registration that many companies rely on to raise money without running afoul of the federal securities laws. If you raise money while running afoul of these laws, you may become subject to civil and criminal penalties and any investments that are received may be subject to rescission by a disgruntled investor - neither of which you want to ever deal with.The private placement exemption under Section 4(a)(2) of the Securities Act and the Section 506(b) safe harbor under Reg D are the two most common ways startups navigate through securities laws. Here is some more information on both of these exemptions that may be helpful: Seed Financing u2023 Compliance with Securities Laws - Should I SignIncentivizing non-founding team membersLastly, many startups use equity (typically in the form of options subject to vesting) to incentivize other team members to be a part of the business (often since the ability to pay top dollar in cash compensation is not an option for most in the early days). Rule 701 of the Securities Act permits a startup to offer equity to consultants, employees and directors without having to comply with federal securities registration. This rule also has some very specific dollar and percentage threshold limitations on issuances as well as a host of other restrictions and requirements. Therefore it is best for one to consult an attorney with experience setting up equity incentive plans that are in compliance with both state and federal laws before doing so.