You have a great idea for a film and now you "just" need to raise money to make it. With several hundred articles and experts around the internet, it is difficult to make heads or tails of which tools-templates-documents and professional services you need and those you may want. If terms like Business Plan, PPM, Finance Agreement, Investors Agreement, Producer's Package, Active and Passive Investors have your head spinning, here is the definitive guide to film finance documentation.
Some films will require multiple types of financing and associated documentation. For example, you currently have a script, putting you in the pre-production phase. Ultimately, you plan on securing multiple passive investors to fund your entire film, but don't have the money to hire experts to create the legal and business documents needed. So you bring on one active investor to help you get started and fund the pre-fundraising process. This is one example of how a single film may require multiple types of financing and varying documents required to pursue each.
For purposes of this article, we define:
This is the large majority of FilmProposals.com customers and site visitors and to whom this article is directed. The first thing to note is that there is a difference between which documents we think are necessary and those which are required by law. For example, a budget or a script is not required legally to raise funds for a film (although you do need to document you have true intentions to make the film, and these usually will provide that)...but it's not remotely feasible to think you are going to produce anything without those two key film production articles.
First, you need to know whether you will be raising funds from and working fairly closely with a select few experienced film industry people (Active Investors); or will be going outside your close network to raise funds from neighbors or strangers who will invest in your project, but have little to no experience or say in film production (Passive Investors). As we stated above, you may end up financing your film through a mix of active and passive investors, and this is quite common.
To be clear, regardless of the investor type, there is a distinction between the documents you will use to find, attract and pitch investors and those that are legally required to actually accept money. The exchange of money is what is heavily controlled by legal channels, and varies by state and country, including how and when the investment is defined, what the investment (money) is worth, how it is used, when it is reimbursed and much more. An example is that you may use a business plan to send out to the world to describe your market, investment opportunity, film genre, production advantages and more, but legally, you will need distinctly different documents before you are able to accept any funds from anyone.
You've decided to raise funds through a select and small group of active investors, who have “knowledge and experience” in the film industry and will be involved in the day-to-day production of your film. The Business Plan, though not legally required, is the most commonly used tool used to attract and set discussions with potential active investors. The investment tool for legally accepting and managing funds will be some type of Film Financing (Investor) Agreement.
Passive investors are the route the large majority new or slightly experienced filmmakers will take. This usually means a large quantity of investors, often solicited publicly, that are not experienced in filmmaking and will not be involved in day to day production. Passive investors include everything from your local dentist or car dealer to a film investor, not personally known, solicited off the internet.
Title II will allow producers to promote projects to the public through a number of fundraising channels, generally to Passive Investors. However, there is a key restriction: you can only sell your securities (shares, investments) to Accredited Investors, who generally are a company or high net worth individual. Read more on Accredited Investors and be VERY clear on how and to whom you are able to advertise before you publicly ask for any money.
To raise funds, you WILL NEED to provide potential investors some form of a Business Plan and Financial Projections that list specific items, such as purpose for the offering, target offering amount and its deadline, description of the ownership and capital structure of the issuer and more. Most of these items are already included in our Business Plan Template and Financial Projections Template. In this case, the investment vehicle to be provided to passive investors before accepting funds is a securities disclosure document, most commonly referred to as a Private Placement Memorandum.
Although there are many similarities between a PPM and a Business Plan, there are two main differences. First, the PPM requires a considerable amount of legal and securities information for compliance purposes not required for a business plan. Second, is the intention of two documents and how they will function during fundraising. Use a business plan when seeking to raise money from a few active investors and a PPM when seeking to raise money from a larger group of passive investors and the security has not been registered.
Regardless of whether pursuing active or passive investors, many filmmakers, especially those fairly new to the industry, will create their business plans and financial projections. They understand that the actual process of thinking through the businesses plan - financials, budgeting, target market, distribution options and more, provides them with a way to evaluate the success options of their movie and craft their investor presentation. If they only pursue active investors, they have all the information they need, except a financing agreement. If they choose to pursue passive investors, the bulk of the business plan will be used as the “meat” of the PPM, and will only need an attorney to add on the specific compliance information.
Simply put, a packaged project is a film or a television series in development that has one or more well-known actors or famous director already attached. A packaged project is in between the script stage and the pre-production phase and will be shopped through the producer's connections, most likely to studios. The producer's package rarely (almost never) applies to a first time filmmaker or one without established studio and entertainment connections. Strangers outside of the entertainment industry cannot legally, and will not invest, in a producer's package. The producer's package may or may not not include financial projections, a business plan, a PPM or other documentations. It is usually a script, budget, talent LOIs (Letters of Intent) and other documents based on the relationship and history between the producer and others involved.
Note: No articles or templates available on the FilmProposals website should be construed as legal counsel or advice. Before making any commitment to a specific format for any of the discussed matters, it is important to obtain professional legal counsel.
Ben Feldman, Feldman, Golinski + Reedy
Filmproposals highly recommends hiring our experienced film attorney, Mr. Benjamin Feldman, as legal counsel for your full cycle of motion picture and television needs, including independent and feature film production, domestic and international. Mr. Feldman has years of experience with SEC rules, Film Investor Agreements, Financing Agreements, Prospectuses, PPMs, co-production agreements, distribution agreements and crowd funding. For superior service and rates, make sure to tell Mr. Feldman, Entertainment Lawyer, you were referred by Melissa @ FilmProposals!
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