Syndication Law & The Private Placement Memorandum Attorney

A syndicator or fund manager has three main fiduciary duties towards their investors - duty of care, duty of disclosure, and duty of loyalty. The duty of care requires them to make reasonable decisions and safeguard the investors' money. They are not allowed to be negligent or reckless with the funds. The duty of disclosure, on the other hand, demands transparency from the manager. The investors should be allowed to see the books and understand how their money is being used. Finally, the duty of loyalty means that the syndicator cannot put their interests above those of the investors. This includes avoiding conflicts of interest and self-dealing. It's important to note that breaching these duties can result in severe consequences, including legal implications, reputational damage, and possible criminal misconduct. In order to maintain trust and uphold ethical conduct, a fund manager should always be aware and conscientious of these duties.Read more about Reg D Rule 506b - Rule 506b of Reg D: Non-Accredited Investors & No Solicitation: https://www.moschettilaw.com/rule-506b-of-reg-d/Read more about Reg D Rule 506c - Rule 506c of Reg D – Solicitation & No Non-Accredited Investors: https://www.moschettilaw.com/rule-506c-of-reg-d/👇 SUBSCRIBE TO THE MOSCHETTI SYNDICATION LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/2.) What is Syndication? Raising Outside Capital For Investment - https://www.moschettilaw.com/syndications-and-funds/3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).★☆★ CONNECT WITH THE MOSCHETTI SYNDICATION LAW GROUP ★☆★YouTube: https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Facebook: https://www.facebook.com/syndication.attorneys/LinkedIn: https://www.linkedin.com/company/moschettilawMessenger: https://m.me/tildenmWeb: https://www.moschettilaw.com#Syndication #PrivatePlacementMemorandum #PPM------Disclaimer------Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only.  Information from these online sources may not constitute the most up-to-date legal or other information.No viewer, user, or browser of content from us should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

Social media in the context of Regulation D, Rule 506b and 506c, as they relate to finding investors, can be daunting. The key point is the concept of 'general solicitation' - the process of making a public offer or advertisement to potential investors. General solicitation is allowed under Rule 506c but is limited under Rule 506b, which prohibits certain marketing activities, such as holding seminars solely for the purpose of marketing an offer. The crux of the discussion lies in understanding how social media fits into these regulations. The argument is made that posting an investment offer to your social media network could potentially be considered a general solicitation, as the relationship with many social media 'friends' or followers may lack the necessary substance required to avoid regulation. Thus, it's suggested that those operating under Rule 506 B should exercise caution when discussing their offerings on social media to avoid potential penalties from the SEC or other regulatory bodies.Read more about Reg D Rule 506b - Rule 506b of Reg D: Non-Accredited Investors & No Solicitation: https://www.moschettilaw.com/rule-506b-of-reg-d/Read more about Reg D Rule 506c - Rule 506c of Reg D – Solicitation & No Non-Accredited Investors: https://www.moschettilaw.com/rule-506c-of-reg-d/👇 SUBSCRIBE TO THE MOSCHETTI SYNDICATION LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/2.) What is Syndication? Raising Outside Capital For Investment - https://www.moschettilaw.com/syndications-and-funds/3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).★☆★ CONNECT WITH THE MOSCHETTI SYNDICATION LAW GROUP ★☆★YouTube: https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Facebook: https://www.facebook.com/syndication.attorneys/LinkedIn: https://www.linkedin.com/company/moschettilawMessenger: https://m.me/tildenmWeb: https://www.moschettilaw.com#Syndication #PrivatePlacementMemorandum #PPM------Disclaimer------Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only.  Information from these online sources may not constitute the most up-to-date legal or other information.No viewer, user, or browser of content from us should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

The discussion revolves around the integral team members required when creating a real estate syndication. These team members collectively play a critical role in ensuring the success of a syndication.Real Estate Syndication Attorney: This professional ensures compliance with the Securities and Exchange Commission (SEC) regulations and state laws during the offering of the syndication, which is a security. The attorney’s expertise and experience are vital for navigating this complex process.Real Estate Agent/Broker: They source and identify suitable properties for the syndication. While some syndicates may have an in-house agent or broker, others may require external support in locating and setting up property deals.Accountant: Essential for handling taxes, filing K-1 returns annually for the syndication, and ensuring that benefits like depreciation are appropriately passed on to investors.Bookkeeper: A bookkeeper is necessary for accurately recording expenses and attributing them to the correct investment vehicle. They also help ensure that distributions to investors are done appropriately.Property Manager: A competent property manager ensures that the property is managed effectively and efficiently, handling tenant rent collection, property improvements, and expense payments.Additional professionals that could be part of the team include a Business Attorney for complex structures or contracts, and a Tax Attorney, who can assist with elements like 1031 exchanges or Opportunity Zone Funds.Read more about Reg D - The SEC and Its Regulation D: https://www.moschettilaw.com/sec-reg-d/Read more about real estate syndication - How to Syndicate Real Estate: https://www.moschettilaw.com/how-to-syndicate-real-estate/👇 SUBSCRIBE TO THE MOSCHETTI SYNDICATION LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/2.) What is Syndication? Raising Outside Capital For Investment - https://www.moschettilaw.com/syndications-and-funds/3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).★☆★ CONNECT WITH THE MOSCHETTI SYNDICATION LAW GROUP ★☆★YouTube: https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Facebook: https://www.facebook.com/syndication.attorneys/LinkedIn: https://www.linkedin.com/company/moschettilawMessenger: https://m.me/tildenmWeb: https://www.moschettilaw.com#Syndication #PrivatePlacementMemorandum #PPM------Disclaimer------Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only.  Information from these online sources may not constitute the most up-to-date legal or other information.No viewer, user, or browser of content from us should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

The topic discussed revolves around the distribution of returns, known as 'waterfalls,' in real estate syndication. The speaker used an example to explain the distribution process: a $5 million property bought entirely with investor funds that yields annual rents of $550,000.In this scenario, the investors are promised a 7% preferred return, also known as a 'pref,' amounting to $350,000 annually. This pref gets distributed first from the rental income. Any income beyond this pref, in this case, $200,000 ($550,000 - $350,000), is then split between the investor and the sponsor in a 70:30 ratio. This means the investor receives an additional $140,000, and the sponsor gets $60,000.Upon selling the property for $6.5 million in year five, the first payout is the return of the principal investment of $5 million to the investors. Since the 7% pref has been regularly paid, the next step is dividing the remaining $1.5 million between the investor and the sponsor, again in a 70:30 ratio. This results in $1,050,000 for the investor and $450,000 for the sponsor.To calculate the internal rate of return (IRR), a T-bar diagram is used, which tallies all payouts across the investment period. The total annualized return for the investor in this example is 13%.Read more about Reg D - The SEC and Its Regulation D: https://www.moschettilaw.com/sec-reg-d/Read more about real estate syndication - How to Syndicate Real Estate: https://www.moschettilaw.com/how-to-syndicate-real-estate/👇 SUBSCRIBE TO THE MOSCHETTI SYNDICATION LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/2.) What is Syndication? Raising Outside Capital For Investment - https://www.moschettilaw.com/syndications-and-funds/3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).★☆★ CONNECT WITH THE MOSCHETTI SYNDICATION LAW GROUP ★☆★YouTube: https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Facebook: https://www.facebook.com/syndication.attorneys/LinkedIn: https://www.linkedin.com/company/moschettilawMessenger: https://m.me/tildenmWeb: https://www.moschettilaw.com#Syndication #PrivatePlacementMemorandum #PPM------Disclaimer------Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only.  Information from these online sources may not constitute the most up-to-date legal or other information.No viewer, user, or browser of content from us should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

The topic discussed revolves around understanding the myriad of exemptions available for registration under the U.S. Securities and Exchange Commission (SEC) rules, often referred to as an "alphabet soup" due to their alphanumeric identifiers.This topic is introduced from a real estate attorney's perspective, who faced the task of navigating through these exemptions while putting together a syndication, a pooling of resources for investment. Key factors when selecting an exemption include: whether advertising is necessary to attract investors, and whether or not these investors will be accredited.Four main exemptions are explored in detail. Regulation D, Rule 504, is an exemption that can be complex due to the need to comply with state-specific securities laws, and yet may be chosen if more than 35 non-accredited investors need to be involved in a 90-day period. Regulation D, Rule 506b, allows for up to 35 non-accredited investors and is the choice for many clients.Regulation D, Rule 506c, is recommended if only accredited investors are targeted and advertising is needed, providing a simple and cost-effective route. Regulation Crowdfunding (Reg CF) allows for raising up to $5 million, but often incurs high fees, and requires all traffic to go through an SEC approved portal. Regulation A (Reg A) is another option for advertising and non-accredited investors, but it is complex, expensive, and time-consuming, often likened to a mini Initial Public Offering (IPO).Overall, the best options are often Regulation D, Rule 506b, and 506c, due to their efficiency and cost-effectiveness.Read more about Reg D Rule 506b - Rule 506b of Reg D: Non-Accredited Investors & No Solicitation: https://www.moschettilaw.com/rule-506b-of-reg-d/Read more about Reg D Rule 506c - Rule 506c of Reg D – Solicitation & No Non-Accredited Investors: https://www.moschettilaw.com/rule-506c-of-reg-d/👇 SUBSCRIBE TO THE MOSCHETTI SYNDICATION LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/2.) What is Syndication? Raising Outside Capital For Investment - https://www.moschettilaw.com/syndications-and-funds/3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).★☆★ CONNECT WITH THE MOSCHETTI SYNDICATION LAW GROUP ★☆★YouTube: https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Facebook: https://www.facebook.com/syndication.attorneys/LinkedIn: https://www.linkedin.com/company/moschettilawMessenger: https://m.me/tildenmWeb: https://www.moschettilaw.com#Syndication #PrivatePlacementMemorandum #PPM------Disclaimer------Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only.  Information from these online sources may not constitute the most up-to-date legal or other information.No viewer, user, or browser of content from us should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

The various regulations and exemptions from SEC registration that are involved in syndication and fundraising processes. A walkthrough of the 'alphabet soup' of syndication, unpacking the regulations from A to D, specifically Regulations A, CF, and D.Regulation A is split into two tiers: tier one allows raising up to $20 million, accepting non-accredited investors and requires regular disclosures, while tier two has a higher limit of $50 million, more rigorous scrutiny, and requires audited financials. A detailed analysis of Regulation CF and Regulation D Rule 504 follows, outlining the possibilities and constraints of each.Regulation CF allows raising up to $5 million and includes non-accredited investors but requires that all offerings be made through an SEC approved platform. Regulation D Rule 504 used to be popular, allowing raising up to $10 million and occasionally accepting non-accredited investors, but is now out of favor due to complexity and costs.Regulation D Rule 506b and 506c, however, are highlighted as the most utilized options. Rule 506b allows an unlimited amount of money to be raised with a limit of 35 non-accredited investors in any 90-day period, whereas Rule 506c also allows unlimited fundraising but restricts to only accredited investors. Both regulations require substantial disclosures and have differing rules on advertising.Read more about Reg D Rule 506b - Rule 506b of Reg D: Non-Accredited Investors & No Solicitation: https://www.moschettilaw.com/rule-506b-of-reg-d/Read more about Reg D Rule 506c - Rule 506c of Reg D – Solicitation & No Non-Accredited Investors: https://www.moschettilaw.com/rule-506c-of-reg-d/👇 SUBSCRIBE TO THE MOSCHETTI SYNDICATION LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/2.) What is Syndication? Raising Outside Capital For Investment - https://www.moschettilaw.com/syndications-and-funds/3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).★☆★ CONNECT WITH THE MOSCHETTI SYNDICATION LAW GROUP ★☆★YouTube: https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Facebook: https://www.facebook.com/syndication.attorneys/LinkedIn: https://www.linkedin.com/company/moschettilawMessenger: https://m.me/tildenmWeb: https://www.moschettilaw.com#Syndication #PrivatePlacementMemorandum #PPM------Disclaimer------Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only.  Information from these online sources may not constitute the most up-to-date legal or other information.No viewer, user, or browser of content from us should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

The discussion centers on the various types of business entities, specifically focusing on the most appropriate ones for syndications. Among the options detailed are sole proprietorships, partnerships (including general, limited, and limited liability partnerships), Limited Liability Companies (LLCs), and corporations (including S corps and C corps).Sole proprietorship is mentioned as a choice for individuals, with the downside being a lack of asset protection. Partnerships involve multiple people, with different levels of asset protection and responsibilities among general and limited partners. LLPs provide more asset protection compared to LPs.LLCs stand out due to their versatility: they can consist of one or more members and offer good asset protection. A corporation can also be formed by one person, requires officers, and provides asset protection.While discussing these structures, the speaker mentions the varying degrees of maintenance and governance required, with corporations being the most complex, and sole proprietorships and partnerships requiring less maintenance. The tax implications of each entity are also covered. LLCs and corporations can choose their taxation status, either as partnerships or S corps, while LLPs are taxed as partnerships and sole proprietorships report taxes on individual returns.The discussion concludes with the assertion that for syndications, particularly in real estate, LLCs are typically the best choice. They have surpassed LPs in popularity because investors prefer having more influence over their investments, which LLCs provide. Corporations are a less popular choice unless the aim is to go public.Read more about Reg D Structure - How should you structure your Reg D syndication offering?: https://www.moschettilaw.com/reg-d-syndication-structure/Read more about Real Estate Fund Structures - Real Estate Syndication Fund Structures: https://www.moschettilaw.com/real-estate-syndication-fund-structures/👇 SUBSCRIBE TO THE MOSCHETTI SYNDICATION LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/2.) What is Syndication? Raising Outside Capital For Investment - https://www.moschettilaw.com/syndications-and-funds/3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).★☆★ CONNECT WITH THE MOSCHETTI SYNDICATION LAW GROUP ★☆★YouTube: https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Facebook: https://www.facebook.com/syndication.attorneys/LinkedIn: https://www.linkedin.com/company/moschettilawMessenger: https://m.me/tildenmWeb: https://www.moschettilaw.com#Syndication #PrivatePlacementMemorandum #PPM------Disclaimer------Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only.  Information from these online sources may not constitute the most up-to-date legal or other information.No viewer, user, or browser of content from us should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

The discussion is centered around the feasibility of obtaining a traditional bank loan while concurrently raising equity from investors for a syndication or fund, particularly in real estate. The answer is affirmative, but there are key considerations that require careful management.Firstly, potential investors need to be aware that the bank, as the primary lender, is paid back before equity investors. Thus, this financing information must be transparently disclosed to all involved.Secondly, lenders typically require a guarantor, irrespective of whether it's a non-recourse loan or a traditional recourse loan. In the event of a non-recourse loan, "Bad Boy carve-outs" are included, stating that in the case of fraud, the lender can still pursue the guarantor.For traditional recourse loans, which currently constitute the majority of loans, the guarantor is typically the sponsor or another affiliate of the investment vehicle. If the sponsor lacks the financials to qualify as a guarantor, syndicators sometimes pay a fee to an investor who acts as the guarantor.Lastly, banks commonly stipulate that no single participant in the syndication should own more than a certain percentage (usually 20%) of the fund. If this threshold is exceeded, that participant will need to sign on the loan and their details disclosed to the bank.Overall, syndicators can use traditional and hard money financing to raise additional capital for asset acquisition in their investment vehicles, provided they manage the process correctly and transparently.Read more about Reg D Structure - How should you structure your Reg D syndication offering?: https://www.moschettilaw.com/reg-d-syndication-structure/Read more about Real Estate Fund Structures - Real Estate Syndication Fund Structures: https://www.moschettilaw.com/real-estate-syndication-fund-structures/👇 SUBSCRIBE TO THE MOSCHETTI SYNDICATION LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/2.) What is Syndication? Raising Outside Capital For Investment - https://www.moschettilaw.com/syndications-and-funds/3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).★☆★ CONNECT WITH THE MOSCHETTI SYNDICATION LAW GROUP ★☆★YouTube: https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Facebook: https://www.facebook.com/syndication.attorneys/LinkedIn: https://www.linkedin.com/company/moschettilawMessenger: https://m.me/tildenmWeb: https://www.moschettilaw.com#Syndication #PrivatePlacementMemorandum #PPM------Disclaimer------Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only.  Information from these online sources may not constitute the most up-to-date legal or other information.No viewer, user, or browser of content from us should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

Syndicators engaging in fund creation or syndication do not require a real estate or securities license. While securities licensing poses challenges, selling securities does not necessitate a license. Regulation D allows sponsors to sell securities without involving a broker dealer. However, possessing a securities license entails ensuring suitability for individual investors, which can be problematic if the sponsor lacks knowledge of specific circumstances. To avoid issues, sponsors must clarify their role as a sponsor and not a registered investment advisor or broker dealer. Separating these roles is challenging, as investors may still rely on their information based on their previous status. Hence, a securities license can be more complex than not having one at all.In contrast, a real estate license offers advantages in real estate syndication. While not mandatory, having a real estate license enables syndicators to earn fees from transactions. Proper disclosure should be made, emphasizing that the syndicator acts as an agent or broker, and others may have negotiated different prices. This prevents future disputes over missed opportunities. Personally, I recommend syndicators involved in real estate syndication to obtain a real estate license. It increases earnings and allows for competent handling of real estate transactions within the syndication. With a license, syndicators gain expertise in the market, facilitating effective buying, selling, and management of real estate.Read more about Reg D Structure - How should you structure your Reg D syndication offering?: https://www.moschettilaw.com/reg-d-syndication-structure/Read more about Real Estate Fund Structures - Real Estate Syndication Fund Structures: https://www.moschettilaw.com/real-estate-syndication-fund-structures/👇 SUBSCRIBE TO THE MOSCHETTI SYNDICATION LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/2.) What is Syndication? Raising Outside Capital For Investment - https://www.moschettilaw.com/syndications-and-funds/3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).★☆★ CONNECT WITH THE MOSCHETTI SYNDICATION LAW GROUP ★☆★YouTube: https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Facebook: https://www.facebook.com/syndication.attorneys/LinkedIn: https://www.linkedin.com/company/moschettilawMessenger: https://m.me/tildenmWeb: https://www.moschettilaw.com#Syndication #PrivatePlacementMemorandum #PPM------Disclaimer------Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only.  Information from these online sources may not constitute the most up-to-date legal or other information.No viewer, user, or browser of content from us should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.

Non-US individuals can invest in syndications or fund offerings. In today's globalized world, we have investors from various regions around the globe seeking opportunities to grow their wealth. Thankfully, the United States allows foreign investors to participate in syndications and offerings through a rule called Regulation S.Regulation S is similar to Regulation D, which governs US investors, with a few minor differences. Firstly, we are not as concerned about whether non-US investors are accredited or not. In a Rule 506b offering, we don't exclude non-accredited investors based on their location outside the United States. Similarly, in a Rule 506c offering, we do not need to verify the accredited status of non-US investors.When conducting a 506b offering, it's crucial to ensure that advertisements are specifically targeted to non-US individuals. Advertisements should not inadvertently reach US residents as it would violate the rules, as general solicitation is not allowed in Rule 506b offerings. Careful measures must be taken to maintain compliance.The second consideration under Regulation S relates to the resalability of the security. Non-US investors are generally restricted from reselling their securities for one year. It's essential to inform the non-US investor about this restriction in the private placement memorandum.I regularly discuss the acceptance of funds from non-US investors with my clients, whether it's a single investor or a group of investors. However, it's important to note that while we can ensure compliance with US rules, it's advisable to consult with an attorney knowledgeable in the securities laws of the specific country if you are targeting investors from that country. I specialize in US securities laws and cannot provide advice on regulations outside the United States. Ensuring compliance with the rules of both the US and the target country is crucial for a successful investment.Read more about Reg D - The SEC and Its Regulation D: https://www.moschettilaw.com/sec-reg-d/Read more about Reg D Structure - How should you structure your Reg D syndication offering?: https://www.moschettilaw.com/reg-d-syndication-structure/👇 SUBSCRIBE TO THE MOSCHETTI SYNDICATION LAW GROUP YOUTUBE CHANNEL NOW 👇https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Check out these Top Trending Blog Articles – 1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/2.) What is Syndication? Raising Outside Capital For Investment - https://www.moschettilaw.com/syndications-and-funds/3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/Moschetti Syndication Law Group is a boutique syndication law firm, serving small and growth-bound syndicators, and well as private equity firms. We keep our firm ‘boutique’ size so we can tailor the services to each client’s unique needs without turning the firm into a faceless factory or passing unnecessary overhead expenses onto our clients. (As our client, you’ll only pay a fixed fee, so no surprises.) As for the client experience, we give real-time answers without making you book an official appointment. And we’ll work with your ambitions and overall vision to help you close the current deal and fill-in that ‘missing’ piece - whatever you need - to keep adding more syndications to your portfolio. We keep syndicators syndicating (TM).★☆★ CONNECT WITH THE MOSCHETTI SYNDICATION LAW GROUP ★☆★YouTube: https://www.youtube.com/channel/UCVh1CNQULC45Bh6j4WV2sjA?sub_confirmation=1Facebook: https://www.facebook.com/syndication.attorneys/LinkedIn: https://www.linkedin.com/company/moschettilawMessenger: https://m.me/tildenmWeb: https://www.moschettilaw.com#Syndication #PrivatePlacementMemorandum #PPM------Disclaimer------Also, please note, this video and any content from Moschetti Syndication Law Group, Tilden, or anyone affiliated with either or both, does not, and is not intended to, constitute legal advice; instead, all information, content, and materials available on this site are for general informational purposes only.  Information from these online sources may not constitute the most up-to-date legal or other information.No viewer, user, or browser of content from us should act or refrain from acting on the basis of information on this site without first seeking legal advice from counsel in the relevant jurisdiction. Only your individual attorney can provide assurances that the information contained herein – and your interpretation of it – is applicable or appropriate to your particular situation.