FAQ

The sale of stock is regulated at both the federal and state levels, and MCIC must complete a formal approval process before legally offering shares to you.

At the federal level: MCIC’s legal team has determined that the co-op qualifies for an exemption from SEC registration. Because we will only sell stock within Idaho, our offering is exempt under Rule 504 of Regulation D of the Securities Act. We will, however, be required to file notification paperwork with the SEC.

At the state level: Idaho law requires that MCIC register its stock offering with the Idaho Securities Bureau before any shares can be sold. This means our offering must comply — by qualification — with the Rules implementing the Idaho Securities Act. In plain terms: MCIC must submit a detailed application and receive approval from the state of Idaho before we can legally sell ownership or investment shares to you.

Our legal team at Hawley Troxell (Boise) has advised that MCIC’s offering qualifies for registration under SCOR — Small Company Offering Registration. While the paperwork is comprehensive and technical in financial, equity, and legal scope, it is feasible and affordable for a cooperative like ours.

If you’d like to dig into the official documents we’re working from, they are publicly available:

Idaho Securities Bureau — SCOR U-7 Registration ChecklistNASAA SCOR Form (the application itself)

We hear this question often, and we appreciate your patience and enthusiasm. Here’s an look at what’s involved.

Before MCIC can legally sell shares, we must gain approval from the Idaho Securities Bureau — a process that requires us to submit a detailed, comprehensive application covering our financial structure, equity strategy, real estate acquisition plans, business operations, and financial forecasts. All of this must meet the Bureau’s standards and satisfy The Board’s fiduciary duty to you as future owners and investors.

Our entire Board and all Standing Committees are volunteers — community members dedicating significant personal time alongside their careers and families to build something real and durable for Moscow. The work they are completing right now includes real estate acquisition strategy, capital campaign planning, business operations and management plans, equity deployment models, and multi-year financial forecasts. Every piece of this must withstand regulatory scrutiny.

The upside? When this process is complete, MCIC’s stock offering will have been reviewed and approved by the state of Idaho, giving you confidence that the cooperative is built on a solid, legally sound foundation.

Right now, the MCIC Board and committees are simultaneously working on:

• Completing the Idaho Securities Bureau registration application for review by with our legal team at Hawley Troxell
• Developing real estate acquisition goals and identifying target properties
• Building our capital campaign, marketing materials, and financial forecasts
• Drafting business operations and property management plans
• Developing processes to receive funds from the sale Class A and Class C Stocks

Growing our community of pledgers and supporters.

A cooperative — or co-op — is a business that is owned and democratically controlled by its members. Unlike a traditional corporation, where power is proportional to how many shares you own, a cooperative follows a simple rule: one member, one vote. Every owner has an equal say in how the organization is governed. Co-ops exist in many industries — grocery stores, credit unions, farm supply companies, and housing. What they all share is the principle that the people who use or benefit from the organization should also be the ones who own and direct it.

A traditional corporation is owned by shareholders who each have one vote per share owned. Those who own more. exert more control over the business of the corporation. Decisions are made primarily in the interest of generating returns for those shareholders, who may have no connection to the community the business operates in.

A nonprofit is mission-driven but has no owners — it exists for charitable purposes and generally cannot distribute earnings.

A cooperative sits in between: it is a for-profit entity, but it is owned by and operated for the benefit of its members. Profits can be returned to members. Decisions are made democratically. The mission is community benefit, not shareholder return.

Yes — community land trusts and real estate cooperatives have a long history in the United States, particularly as tools for preserving affordable housing and protecting local character in communities facing development pressure. MCIC is modeled on similar efforts, adapted to the specific needs and legal landscape of Moscow and Idaho.

MCIC is a real estate investment cooperative. We pool resources from community members — both owners and investors — to collectively purchase, restore, and manage properties in Moscow, ID. Rather than a single developer or outside investment group controlling these assets, the community itself owns them, and decisions about them are made democratically. Our focus is on, but not limited to, commercial properties in downtown Moscow: the storefronts, studios, gathering spaces, and business locations that give our community its character. By holding these properties in community hands, we can ensure they remain accessible, mission-aligned, and contributing to the long-term vitality of Moscow.

MCIC follows the internationally recognized cooperative values and principles, including: voluntary and open membership; democratic member control (one member, one vote); member economic participation; autonomy and independence; education and information sharing; cooperation among cooperatives; and concern for community. These aren’t just ideals — they shape how MCIC is structured, how decisions get made, and how finances are reported.

The Board of Directors will make decisions regarding the purchase of property based on  recommendations from the Business Development Committee and alignment with the Business Plan. Availability, profitability, rehabilitation cost, alignment with co-op mission, and community are all considerations.

MCIC will seek tenants who are aligned with our mission — local businesses, arts organizations, community services, and other enterprises that contribute to Moscow’s culture and economy. The cooperative’s ownership model means we aren’t simply chasing the highest rent; we’re selecting tenants based on the value they bring to the community, while still maintaining financial sustainability.

MCIC’s primary goal is community benefit, not profit maximization. That said, the cooperative is a financially sustainable business. Revenue from property leases covers operating costs, debt service, and reserves. Investors who hold Preferred Shares are entitled to dividends, not to exceed 8%, as declared by the Board. Remaining earnings can be reinvested into the cooperative — funding future property acquisitions, building reserves, or returned to owner-members as Capital Credits in the form of Class C Shares in accordance with MCIC By-Laws.

Ownership is open to individuals who are 18 years of age and to residents of Latah County. Becoming an owner involves completing an application and purchasing an ownership share of $1,000. Each owner receives one vote in the business of the cooperative.

Idaho residents or businesses operating in Idaho can support the mission and vision of MCIC by purchasing one of more shares of Preferred Stock in the co-op for $1000 each. Preferred MCIC shares are non-voting but, at the discretion of Directors, can earn dividends of up to 8% annually when the co-op reaches profitability. No limit has been set on the number of Preferred Shares that can be owned by individuals or entities.

No. Submitting a pledge is simply a statement of interest — no money changes hands, and you are under no obligation to purchase shares when applications open. It helps MCIC gauge community support, and ensures you’ll be among the first contacted when the stock offering is approved and applications open.

Yes — if you’re an Idaho resident or organization, you can participate as an investor through the purchase of Investment Shares. While voting ownership is limited to Latah County residents (to ensure the cooperative is truly governed by the people most directly connected to Moscow), investor participation is open more broadly to Idahoans who share our values and want to support the mission.

Yes. Latah County residents who qualify as owners can also purchase Investment Shares in addition to their (O) ownership (S) share, allowing them to both participate in co-op governance and make a larger financial investment in the cooperative.

An ownership share is a $1,000 equity stake in the cooperative. It gives Owners, “the right to elect the Board, attend meetings of the Board, receive notice of and attend membership meetings, petition as described in the Bylaws, and approve amendments to the Bylaws. Each member shall have one vote and no more on all matters submitted to members” serve on committees and run for a seat on the Board of Directors.

Investment Shares are non-voting preferred stock — they don’t carry governance rights, but they do carry financial rights, including the potential for dividend payments as declared by the Board. They allow values-aligned individuals and organizations to financially support the cooperative’s mission without assuming a governance role. Preferred Shares are $1000 each. Investors can determine the level of involvement by the number of shares they purchase.

As with any investment, there is risk involved. MCIC is a startup cooperative, and while we are working diligently to establish a sound financial footing, no investment in real estate or a new business entity is without risk. Additional risks will be detailed in the stock offering documents available before stock purchase. The cooperative structure is designed to distribute that risk broadly across many members, and we are committed to transparent financial reporting so owners and investors can stay informed. We encourage prospective participants to review our Bylaws and our offering documents, once available, carefully before purchasing shares.

The Board will announce membership enrollment and capitalization goals, along with a target timeline for the first property purchase, once those goals are established. The sequence is: complete the state stock offering registration → open membership applications → reach capitalization goals → pursue initial property acquisition. We’ll keep you updated at every step through our newsletter and website.

The best ways to stay connected are to submit a pledge (if you haven’t already), sign up for our newsletter, and check back at moscowinvestment.org for updates. We’re committed to transparency — major milestones, timeline changes, and progress on the stock registration process will all be communicated to our community of pledgers and supporters as they happen.