So you’re adding financial crimes to the set of things you’re doing to found your company? Selling securities is a HUGE deal with tons of complex and subtle laws governing it. This isn’t because “governments are stupid” it’s because fraud in the sale of securities is so easy and such a problem. In the US it’s actually the state attorneys general and state regulators who are the most focused on this sort of thing, though the federal government also gets involved. Your jurisdiction maybe be different but this stuff carries across borders. Please, do yourself an incredibly important favor. Run, do not walk, to the nearest large law firm and tell them you’re interested in their services. Then listen to them. It will be expensive but cheaper than being prosecuted for securities fraud, which will happen because it’s a much easier way for the government to shut your company down than going through the front door. Oh, and when the word fraud is tacked onto a corporate indictment, as a good rule of thumb it means the corporate veil is peirced and they can go after your personal assets as well, not just the company’s assets. What you’re doing is a really bad idea unless you have a top law firm behind you telling you it’s ok (and even then you need to be following their instructions to the letter).

P.s. if you get the securities regulatory stuff wrong, even if the governments don’t go after you your investors have almost perfect leverage to force you out of business at any time they wish, turning that 5% investor into a 51% controlling interest, simply because you screwed up your securities offering.