How VestLoft works
A listing service with two kinds of users. Sellers document and post. Verified
members browse and make contact. Everything after that happens between them.
For sellers
You can list shares you hold once you’ve documented that they can be resold and transferred.
- 1
Create a seller account
Verify your identity. Sellers don’t need to be accredited.
- 2
Add your holdings and describe the security
Record what you hold, then list it: issuer, class, quantity, asking price, and general terms, in a standard format.
- 3
Document ownership and restrictions
Original issuance documents, proof you hold the shares, and any right of first refusal, consent, or legend that applies.
- 4
Name your resale exemption
You identify the exemption and provide supporting documents. VestLoft doesn’t choose it for you or give an opinion on it.
- 5
Pay the flat listing fee and submit
$499, non-refundable. Compliance reviews your documentation. Affiliates of the issuer get enhanced review.
- 6
Members contact you
When a member chooses Contact seller, you both receive each other’s contact details. You take it from there.
For members
Members are verified investors who can see listings and contact sellers.
- 1
Register
Create an account as an individual or an entity.
- 2
Verify your identity
Government ID and a selfie match, through an independent provider.
- 3
Verify your eligibility
Through a verification service, your financial documents, or a letter from a broker-dealer, investment adviser, attorney, or CPA.
- 4
Get approved
Listings stay locked until our compliance team approves your application.
- 5
Browse and save searches
Search and filter by objective fields. Alerts run only on criteria you choose.
- 6
Contact sellers
Contact seller shares contact details. It is not an offer, acceptance, or order.
Two gates
Accredited status gets you into the member area. Each listing may then require more, depending on the exemption the seller relies on.
Investor eligibility
Are you an accredited investor? This decides whether you can enter the member area at all.
Transaction eligibility
Do you meet the buyer requirement of the exemption for this particular listing? Checked on every listing page.
| Resale pathway | Typical use | Buyer requirement | Key issue |
|---|---|---|---|
| Rule 144 | Restricted securities | No special buyer status once conditions are met | Holding period, affiliate status, manner of sale |
| §4(a)(1) | Private secondary resale | Fact-specific | Seller cannot be an issuer, underwriter, or dealer |
| §4(a)(1½) | Private resale | Sophisticated, private purchaser | Must remain genuinely private |
| §4(a)(7) | Private resale | Accredited investor | No general solicitation |
| Rule 144A | Institutional resale | Qualified institutional buyer (QIB) | Institutional buyers only |
| Regulation S | Offshore resale | Offshore purchaser | Offshore transaction requirements |
| Registration | Public resale | None | Generally impractical for private companies |
General information only. Which exemption applies to a particular sale depends on its facts.
Fees
Two flat fees. Nothing else, from anyone.
per listing, for 90 days
Paid when you submit a listing. Non-refundable, whether or not anything sells.
per year
Charged on approval. Access to listings and the Resource Center. Same price and same access for every member.
No one at VestLoft is paid based on whether, or on what terms, a transaction happens.
After contact
Once a member contacts a seller, VestLoft’s part is over. The parties choose one of two paths.
Do it yourselves
Use generic checklists and templates. Engage your own counsel, escrow agent, and transfer agent.
Use a broker-dealer
Either party may engage a registered broker-dealer for brokerage and execution. VestLoft doesn’t select, recommend, or pay them.
Disclosures
These four statements appear here, in onboarding, on every listing page, and in the terms of use.
- i.
VestLoft is not a broker-dealer, a national securities exchange or alternative trading system, or an investment adviser.
- ii.
VestLoft does not endorse or guarantee any listing, and provides no valuation or investment advice.
- iii.
VestLoft is not a party to any transaction between a seller and a buyer.
- iv.
Accredited-investor status does not, by itself, make restricted securities freely tradable.
Questions
Can I see listings before I join?+
No. Listing details are visible only to registered, verified and approved members who meet the buyer requirement for that listing.
Does VestLoft take part in my transaction?+
No. Negotiation, diligence, and closing happen between the two parties, off VestLoft.
Will VestLoft ask me how a deal went?+
No. VestLoft never asks how a contact went, and no fee depends on the outcome.
Does approval mean a listing is a good investment?+
No. Approval confirms completeness against internal criteria. It is not a legal opinion, endorsement, or view on investment merit.
Why do some listings ask for more than accredited status?+
Each seller identifies a resale pathway. Rule 144A requires a qualified institutional buyer. Regulation S requires offshore-purchaser status.