StartEngine: Platform Profile

StartEngine combines primary private-company fundraising with an SEC-regulated Alternative Trading System for certain private securities.

Its current platform spans:

• Regulation Crowdfunding;
• Regulation A+;
• Regulation D;
• later-stage private-company funds/opportunities;
• self-directed IRA investing;
• StartEngine Marketplace secondary trading;
• transfer-agent infrastructure.

That makes StartEngine broader than a simple crowdfunding portal.

It also creates an important legal distinction between StartEngine Capital LLC, the Reg CF funding portal, and StartEngine Primary LLC, the broker-dealer operating the Marketplace ATS.

May fit better for

• non-accredited investors seeking startup crowdfunding;
• accredited investors seeking later-stage private companies;
• investors who value potential secondary-market access;
• investors wanting to use an IRA for eligible private investments;
• investors comfortable evaluating offering-level terms.

May fit less well for

• investors requiring dependable liquidity;
• investors expecting public-company research and reporting;
• investors sensitive to transaction fees;
• users who assume every StartEngine security trades on Marketplace;
• investors who cannot tolerate total loss.

StartEngine launched in 2014

StartEngine states that it has been facilitating startup/small-business fundraising since 2014.

StartEngine itself is not the regulated intermediary

Current StartEngine disclosures state that the main website owner is not itself the broker-dealer, investment adviser or funding portal.

Securities activity is conducted through regulated affiliates.

That distinction must remain explicit.

StartEngine Capital LLC

Regulation Crowdfunding activity is conducted through StartEngine Capital LLC, SEC file number 7-7, CRD 282945, an SEC-registered funding portal and FINRA member that is not a broker-dealer.

StartEngine Primary LLC

Broker-dealer and ATS activity is conducted through StartEngine Primary LLC, CRD 291773, SEC file number 8-70060, a FINRA member, SIPC member, SEC-registered broker-dealer and ATS operator.

StartEngine Primary operates StartEngine Marketplace.

StartEngine Secure

StartEngine also uses a registered transfer-agent affiliate for applicable issuer/shareholder records.

A transfer agent is not the same as the investor's broker or investment adviser.

Primary offerings

StartEngine supports private offerings under:

• Regulation Crowdfunding;
• Regulation A+;
• Regulation D.

Reg CF

Can be available to accredited and non-accredited investors subject to federal investment limits.

Reg A+

Can also permit broad public participation subject to applicable limits.

Reg D

Generally limited to accredited investors under the applicable exemption.

Offering minimums are company-specific

Each campaign sets its own minimum investment. There is no universal platform minimum.

The campaign page and offering document control.

Current investor fee

Current StartEngine guidance states that an investor will generally pay a processing fee of about 3.5% of the investment, capped at $700, and the exact fee is offering-specific.

The exact fee is disclosed in the offering.

StartEngine fee math

$500 investment

$500 × 3.5% = $17.50

$1,000

$35

$10,000

$350

$20,000

$700

This reaches the current cap.

$50,000

3.5% would mathematically equal $1,750, but the current cap means the typical fee would remain:

$700

Effective percentage:

$700 ÷ $50,000 = 1.4%

The cap makes larger investments carry a lower effective percentage than smaller ones.

Reg CF issuer economics

Current 2026 StartEngine educational materials state that StartEngine Capital can charge the issuer a commission referenced at 8.5% of capital raised, with equity.

Offering documents control.

This is an issuer-side financing cost, separate from an investor processing fee.

StartEngine Marketplace

StartEngine Marketplace is an SEC-regulated Alternative Trading System operated by StartEngine Primary.

It can facilitate trades in eligible securities originally issued under:

• Regulation A+;
• Regulation Crowdfunding;
• Regulation D.

The key word is eligible.

Not every StartEngine issuer:

• lists;
• qualifies;
• develops buyer demand;
• maintains an active market.

Marketplace trading hours

Current StartEngine guidance states trading hours of 10:00 a.m.–12:00 p.m. Pacific Time on trading weekdays, with orders able to be entered outside the trading window.

Marketplace liquidity is not guaranteed

StartEngine explicitly warns that:

• an active market may never develop;
• investors may be unable to sell;
• securities remain speculative and illiquid.

Marketplace is a registered ATS, but liquidity is not guaranteed.

An ATS creates infrastructure for matching orders.

It does not create buyers.

Marketplace eligibility

Current Marketplace eligibility is generally limited to U.S. residents meeting current account requirements.

Current rules include:

• age 18+;
• SSN or ITIN;
• U.S. address;
• U.S. phone;
• U.S. bank account.

International investors can participate in some primary offerings but currently face Marketplace sale/trading restrictions.

Venture Club

Current StartEngine Venture Club costs $275 per year and includes 10% bonus shares on eligible campaigns and a 20% discount on secondary selling fees.

Current benefits can also include:

• early access to certain launches;
• priority on eligible waitlists;
• ability/access to sell under applicable Marketplace terms.

The 10% bonus applies only to participating campaigns.

It is not a 10% investment return.

StartEngine Private

StartEngine also provides accredited investors access to certain later-stage/private-company investment structures.

These can involve funds or SPVs rather than direct issuer stock.

IRA investing

Current StartEngine platform supports investing through:

• individual account;
• company/entity;
• trust;
• self-directed IRA.

The current IRA minimum is $2,000.

This is a StartEngine account/vehicle minimum and is separate from an offering's own minimum.

StartEngine is not itself the IRA custodian.

Payment methods

Current primary-investment checkout supports methods including:

• investment-account balance;
• wire;
• credit card;
• Apple Pay / Google Pay;
• applicable ACH workflows.

International payment methods can differ.

Payment-method availability does not alter the underlying security risk.

Reg CF resale restriction

Regulation Crowdfunding securities generally have federal transfer restrictions for the first year, subject to statutory exceptions.

Even after the restriction expires:

• there may be no buyer;
• issuer restrictions can remain;
• Marketplace eligibility is not guaranteed.

Legal ability to transfer is not the same as economic liquidity.

SIPC distinction

StartEngine Primary is a SIPC-member broker-dealer.

SIPC does not protect against:

• startup failure;
• valuation decline;
• Marketplace illiquidity;
• an issuer's insolvency;
• inability to find a buyer.

StartEngine Capital, the funding portal, is not itself a SIPC broker-dealer.

Assessment

StartEngine's strongest distinction is the combination of primary crowdfunding and a regulated private-securities ATS.

That does not solve private-market liquidity.

It creates a venue where certain eligible securities can trade if buyers and sellers exist.

The 3.5% typical investor processing fee is also material for smaller primary investments, although the $700 cap reduces the effective percentage on larger checks.

StartEngine is therefore most useful for investors who understand both halves of the platform:

• primary private-company risk;
• limited secondary-market infrastructure.

The existence of Marketplace should not be used as justification to make an investment that would otherwise be unsuitable to hold for years.