State Commercial Financing Disclosures.

A Merchant Cash Advance (“MCA”) is the purchase of a portion of a business's future receivables at an agreed discount. Because it is not structured as a loan, several states regulate it under dedicated “commercial financing” or “sales-based financing” disclosure regimes rather than under traditional lending law.

The sections below summarize, in plain language, what each listed state requires. The actual figures for any specific transaction — and, where a state prescribes exact wording or a fixed disclosure format, that official language — are provided at the time an offer is extended, on the state-specific disclosure form.

TODO(legal): Counsel to confirm the complete list of states in which PIRS extends offers and where it is registered, and to add any additional states with active commercial-financing disclosure requirements (this list covers CA, NY, VA, UT, and GA).

Applicable law: Commercial Financing Disclosure Regulations (SB 1235)
Regulator: California Department of Financial Protection and Innovation (DFPI)

California requires providers of covered commercial financing — including sales-based financing such as a Merchant Cash Advance — to give the recipient a standardized written disclosure at or before the time an offer is extended. The disclosure must be presented in the DFPI's prescribed format so recipients can compare offers on a like-for-like basis.

What this state requires the disclosure to include

• Total amount of funds provided and the amount disbursed to the recipient (net of any amounts withheld)
• Total dollar cost of the financing (the finance charge)
• Term or estimated term
• Method, frequency, and amount of payments (or estimated payments for sales-based financing)
• A description of prepayment policies
• The annual percentage rate (APR) or estimated APR, calculated per the DFPI regulations

TODO(legal): Counsel + underwriting to supply the DFPI-format disclosure with the actual per-offer figures (amount financed, finance charge, term, payment amounts, estimated APR, prepayment terms). The DFPI prescribes the exact form and calculation methodology — use the official format, do not approximate.

TODO(legal): Insert California's recipient-signature / acknowledgment requirements (if any) and the official disclosure form reference here.

Applicable law: Commercial Finance Disclosure Law (CFDL)
Regulator: New York State Department of Financial Services (NY DFS)

New York's Commercial Finance Disclosure Law requires providers of covered commercial financing, including sales-based financing such as a Merchant Cash Advance, to deliver standardized cost disclosures to the recipient at the time a specific offer is made. NY DFS regulations specify the required data points and the disclosure format.

What this state requires the disclosure to include

• Total amount of the commercial financing and the disbursement amount
• Finance charge (total cost of the financing)
• Annual percentage rate (APR) or estimated APR
• Term or estimated term
• Payment amounts and frequency (estimated for sales-based financing)
• Prepayment policies and any associated charges

TODO(legal): Counsel + underwriting to supply the NY DFS-format disclosure with actual per-offer figures and the estimated-APR calculation required for sales-based financing. Use the official NY DFS prescribed format and methodology.

TODO(legal): Insert New York's recipient-signature / acknowledgment requirements (if any) and the official disclosure form reference here.

Applicable law: Sales-Based Financing registration & disclosure requirements
Regulator: Virginia State Corporation Commission (Bureau of Financial Institutions)

Virginia requires providers of sales-based financing — a category that covers Merchant Cash Advances — to register with the state and to give recipients a disclosure of the key terms and total cost of the financing at the time an offer is extended.

What this state requires the disclosure to include

• Total amount of funds provided and the disbursement amount
• Total cost of the financing (finance charge)
• Term or estimated term and the payment schedule (estimated for sales-based financing)
• A description of fees and prepayment terms
• Provider registration information as required by the state

TODO(legal): Counsel to confirm Virginia registration status and supply the required disclosure content with actual per-offer figures, in the form Virginia prescribes for sales-based financing.

TODO(legal): Insert Virginia's recipient-signature / acknowledgment requirements (if any) and the official disclosure form reference here.

Applicable law: Commercial Financing Registration and Disclosure Act
Regulator: Utah Department of Financial Institutions

Utah's Commercial Financing Registration and Disclosure Act requires covered providers, including providers of sales-based financing such as a Merchant Cash Advance, to register with the state and to provide recipients with a disclosure of specified financing terms before consummating the transaction.

What this state requires the disclosure to include

• Total amount of funds provided and the disbursement amount
• Total dollar cost of the financing
• The manner, frequency, and amount of payments
• A description of prepayment policies and any associated fees
• Provider registration information as required by the state

TODO(legal): Counsel to confirm Utah registration status and supply the disclosure content with actual per-offer figures, in the form required by the Utah Department of Financial Institutions.

TODO(legal): Insert Utah's recipient-signature / acknowledgment requirements (if any) and the official disclosure form reference here.

Applicable law: Commercial Financing Disclosure (SB 90)
Regulator: State of Georgia

Georgia requires providers of covered commercial financing, including sales-based financing such as a Merchant Cash Advance, to give recipients a standardized disclosure of the financing's key terms and total cost at the time an offer is extended.

What this state requires the disclosure to include

• Total amount of funds provided and the disbursement amount
• Total cost of the financing (finance charge)
• Manner, frequency, and amount of payments (estimated for sales-based financing)
• A description of prepayment policies

TODO(legal): Counsel + underwriting to supply the Georgia disclosure content with actual per-offer figures, in the form prescribed by Georgia law.

TODO(legal): Insert Georgia's recipient-signature / acknowledgment requirements (if any) and the official disclosure form reference here.

Across these state regimes, the common purpose is to give the recipient clear, comparable information before entering into a financing transaction — typically including the total amount provided, the total dollar cost of the financing, the term and payment structure, prepayment terms, and (where applicable) an estimated APR computed under the state's methodology.

TODO(legal): Counsel to confirm recipient rights and the disclosure-delivery timing for each state, plus any broker/marketer disclosure obligations and the consequences of non-compliance.

For questions about these disclosures or about a specific offer, contact PIRS Capital, LLC:

• Email: info@pirscapital.com
• Phone: 888-494-4881
• Mailing address: 1688 Meridian Ave, Ste 700, Miami Beach, FL 33139