Syndication Law & The Private Placement Memorandum Attorney

A self-directed individual retirement account (IRA) is a fantastic opportunity for syndicators and fund sponsors. It functions similarly to a traditional IRA, with an institution holding the funds and ensuring tax protection by preventing investors from accessing the money prematurely. However, a self-directed IRA goes a step further by allowing the investor to make investment decisions and choose where to allocate their funds. This includes the option to invest in private offerings under Regulation D, such as Rule 506b and Rule 506c.Here's how it works: the investor becomes a beneficiary of their self-directed IRA, which is managed by an administrator responsible for complying with IRS and state regulations to avoid tax consequences. To facilitate this process, the sponsor provides investors with recommendations for several self-directed IRA companies, and they choose the one that best suits their needs. Once they open the account, the investor becomes the beneficiary, and the administrator takes control. The administrator reads the ppm and operating agreements to ensure they are structured properly to protect the investor from any tax-related issues.Assuming everything is in order, the administrator signs the subscription agreement and may ask the investor to do the same. This gives the administrator the authority to transfer the funds and purchase the security. When tax time comes, issue the K-1 to the self-directed IRA, with a copy sent to the investor. This ensures proper tax compliance according to IRA rules.When making distributions, it is crucial to send the funds to the administrator for the benefit of the investor, never directly to the investor themselves. Any control or access the investor has over the funds can lead to severe consequences, including imputed income and potential penalties that may jeopardize their entire IRA.The beauty of self-directed IRAs is that they provide syndicators with access to a substantial pool of capital and investors the chance to make more money in a tax-sheltered manner.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.

In the syndication world, you often come across the terms GP (general partner) and LP (limited partner). These terms originated from the structure of limited partnerships (LPs), which are still used in specific cases. However, most syndicators and private offerings have transitioned to using limited liability companies (LLCs) for their projects and assets. This shift was driven by investor sentiment, as LLCs provide investors with a greater sense of security and clearer rights compared to LPs.The GP refers to the sponsor or manager of the syndication or fund, which is typically you. As the GP, you have some liability related to the fund's operations and performance. You also benefit from the work you put into the syndication as you actively participate in its activities.On the other hand, the LPs are the investors who contribute capital to the fund or syndication. They have limited liability and are only liable for the amount of money they invest. In most limited partnerships, LPs have no voting rights and no control over the operation of the partnership. LLCs may provide some voting rights to their investor members, but it's usually limited.While GP and LP are not actual constructs within an LLC, we use these terms as shorthand to describe the roles and relationships within a syndication.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.

As a sponsor of a syndication or fund, it is essential to consider the consequences if the investment does not generate profits or incurs significant losses. While it's a worst-case scenario, it is possible that despite raising funds and gaining the trust of investors, the business or real estate deal may not perform as expected. Investments carry inherent risks, and it's crucial to convey these risks properly to investors and establish a fair structure. It goes without saying that committing fraud is absolutely unacceptable and would lead to severe problems. Assuming fraud is not involved, the consequences of a loss depend on the deal's structure and the transparency of the risks conveyed to investors. In some cases, investors may contact me after losing money, but if they seek legal action, it's not part of my practice to represent them as a plaintiff's attorney. Nonetheless, I try to understand the situation and offer guidance where possible. Often, the reasons behind a deal falling apart are foreseeable and not the result of misconduct. For example, in the current market, the risk of mortgage interest rate fluctuations can significantly impact a deal's viability. If all these risks were properly disclosed to investors, it is unlikely that they can hold the syndicator or fund sponsor responsible. However, if the risks were not adequately discussed in the private placement memorandum or the operating agreement, there may be a possibility for injured investors to seek recourse. The key takeaway is that as a sponsor, the risk to oneself is minimal as long as all risks and consequences are transparently communicated to investors through a well-crafted private placement memorandum. The goal is to ensure that investors fully understand the risks they are undertaking, and if that is achieved, the sponsor's protection is increased.Read more about Private Placement Memorandums - What Is a PPM (Private Placement Memorandum)?: https://www.moschettilaw.com/what-is-a-ppm/Read more about Private Placement Memorandums - Do I need a Private Placement Memorandum (PPM) lawyer?: https://www.moschettilaw.com/ppm-attorney/👇 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.

When it comes to raising capital for your business, using Regulation D is not only possible but also the main purpose behind its creation. While many associate Regulation D with real estate syndication, its primary function is to provide smaller companies with a capital influx without the need for SEC registration.There are various reasons to raise capital for your business, such as acquiring another business, undertaking large projects, making capital improvements, purchasing expensive equipment, or expanding your marketing efforts and hiring additional staff. Regulation D allows you to raise funds for all these purposes, including seed money for early-stage businesses. While angel investors are often considered for such investments, friends and family can also play a role as long as they take a passive position. It's important to note that when someone invests money and assumes a passive role, it qualifies as a security and falls under either SEC registration or an exemption like Regulation D.To raise money for your business using Regulation D, several steps need to be followed. First, you must clearly identify the need for capital and develop a solid business plan outlining how the funds will be utilized. Next, establish a timeline for the capital raise, considering whether you will be selling equity or debt and determining the expected returns and exit strategy for investors. It's crucial to define the terms and what investors will receive in return for their investment, such as equity percentage or interest rates. Consider the consequences and adjustments that may be necessary if you are unable to meet certain targets.It's essential to evaluate whether using Regulation D is the best option for your business or if alternative funding methods, like SBA loans or lines of credit, might be more suitable. Once you decide to proceed with Regulation D, it is common to engage a Regulation D syndication attorney. They specialize in assisting businesses of all sizes in raising capital, ranging from small raises under a million dollars to large raises exceeding a billion dollars. The attorney will help structure the investment, create the necessary legal documents, and ensure compliance with securities laws.During this process, the attorney will work closely with you to understand your business, its management structure, growth plans, and long-term profit goals. They will craft a private placement memorandum (PPM) that accurately presents the investment opportunity, financials, risks, and any conflicts involved. Additionally, they will address any necessary changes to the operating agreement or bylaws to align them with the capital raise. Subscription documents will be prepared to bind investors to the agreement and solidify their commitment.While the attorney may assist in shaping the marketing message, their primary focus is on ensuring the fairness, accuracy, and transparency of the information presented to investors. The goal is to build trust and provide potential investors with a clear understanding of the investment opportunity. Ultimately, the success of the capital raise depends on attracting investors who believe in the project's economic viability and align with its goals.By following these steps and conveying a comprehensive offering and investment picture, you can leverage Regulation D to raise capital for your business in a compliant and effective manner.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.

Tilden Moschetti, a securities attorney, discusses Rule 506d, a part of Regulation D, which defines "bad actors" in the context of securities offerings. These "bad actors" are individuals who are prohibited from participating in the offering of securities due to past misdeeds. Rule 506d is applicable to both Rule 506b and 506c offerings.According to Moschetti, the rule disqualifies a wide range of individuals from participating in offerings. This includes individuals with previous convictions, judgments or court orders related to securities or fraudulent conduct, within certain time frames. This also includes those who have been barred or suspended from entities regulated by securities, insurance, banking, or those engaging in fraudulent, manipulative, or deceitful conduct.The rule also covers people who have been expelled or suspended from national securities exchanges, people named underwriters in a registration statement or Regulation A offering, and those who have committed mail fraud.However, there are exceptions for past bad actors, including instances where the disqualification came before September 23, 2013, or the SEC determines it unnecessary to bar an individual from making a Regulation D offering. Other exceptions include a court order allowing participation and proof that the issuer did not know of the bad actor's history.If a bad actor is allowed to participate in a Regulation D offering, they must disclose their history to investors before the sale. Moschetti suggests that potential issuers, who are uncertain if they qualify as a bad actor, should seek legal counsel to determine eligibility.Lastly, Moschetti clarifies that common misdemeanors like DUIs do not fall under the category of a "bad actor" for this context. The regulation targets individuals with prior fraudulent activities related to securities or similar offenses.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.

Tilden Moschetti, a securities attorney with Moschetti Syndication Law Group, specializes in assisting syndicators and funds in setting up offerings for Regulation D Rule 506b and 506c offerings. He addresses a common myth among people that they can conduct a securities offering without filing with the SEC if they just involve friends and family, or if the investment amount is below a certain limit, such as $1 million.Moschetti clarifies that there is no rule that exempts such securities offerings from filing with the SEC. They could be considered public securities, which require registration, and they don't fall under any protection. If a disgruntled investor decides to sue and the offering didn't follow the SEC's 'safe harbor' rules, the plaintiff's attorney could have a solid case.The attorney further explains the Howey Test, which is the standard for determining what constitutes a security. The Howey Test looks at four elements: an investment of money in a common venture with the expectation of profit, relying on the efforts of a third party. If these conditions are met, then the arrangement is a security. The exception to this is if the arrangement is a joint venture, where all parties have a say in decision-making, which is often not the case.If someone has unknowingly created a security, they have the option to file a Form D late, notifying the SEC and the states about the offering. This could result in a penalty from the states but not from the SEC. However, a late filing could potentially prevent the person from filing Form Ds in the future. Despite the risk, Moschetti believes the SEC would be unlikely to penalize someone for late filing, as their ultimate goal is to be informed when a security is being offered.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.

Tilden Moschetti, from the Moschetti Syndication Law Group, provides a detailed walkthrough of Form D filing with the SEC, which is crucial for a Reg D offering. Form D is four pages long plus instructions and is filed on the SEC's EDGAR database.He explains various aspects of the form, starting with the issuer's identity which details the entity filing the security with the SEC, their jurisdiction of incorporation, previous names, entity type, and year of incorporation. Next, the principal place of business and contact information is provided. The form also asks for information about the related persons, with at least one executive officer being identified.The industry group is specified for the SEC to monitor industries using Reg D, and the issuer size based on revenue range or aggregate net asset value is identified. Moschetti suggests being transparent with this data, though 'decline to disclose' is also an option.The exemptions used are noted, with Moschetti's clients primarily using Rule 506b and 506c. He also discusses the Investment Company Act section and filing type.The form further requires the date of the first sale in the offering, the types of securities offered, and information about any business combination transaction.On page three, the minimum investment amount, details of sales compensation, and offering and sales amounts are recorded.Form D also asks for investor information, including the number of non-accredited and accredited investors. Sales commissions and finder fees are noted, though Moschetti cautions against using finders due to the strict rules surrounding them.The final section concerns the use of proceeds and is generally the amount used to pay the issuer, such as an acquisition or marketing fee.After filling the form, it is signed and submitted to the SEC.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.

Tilden Moschetti, a securities attorney at Moschetti Syndication Law Group, discusses the complexities of allowing an LLC to invest in a syndication. According to Moschetti, this is a common query from clients, and the answer largely depends on whether the investment comes under Rule 506b or 506c offerings.For Rule 506c, an LLC can invest if its assets exceed $5 million, or if each member is an accredited investor. This requires independent verification under Regulation D Rule 501, which mandates that all members must be accredited investors in a Rule 506c offering.However, for Rule 506b, the situation is different. If an LLC wants to invest and has both accredited and non-accredited members, it's possible, but non-accredited members will count individually towards a limit of 35 non-accredited investors in any 90-day period. Further, a substantive relationship must be established with the LLC, meaning the syndicator should ideally meet all LLC members to ensure compliance with the prohibition on general solicitation under Rule 506b.In conclusion, LLCs can invest in Rule 506b and 506c offerings, provided they meet certain criteria. For Rule 506c, either the LLC needs assets greater than $5 million, or every member must be an accredited investor. In the case of Rule 506b, all individual members are counted, and a relationship needs to be established to ensure no general solicitation occurs. The Moschetti Law Group specializes in creating these offerings and takes care of all the necessary documentation and filings. Their goal is to help clients succeed and to build long-term relationships.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.

Tilden Moschetti, an attorney with Moschetti Syndication Law Group, discusses a common misconception about a potential loophole in securities regulations. Some individuals believe that borrowing money from friends and family in the form of a loan for a syndication does not constitute a security, thus bypassing the regulations. Moschetti explains this is not the case, citing Reeves v. Ernst and Young, a Supreme Court case that outlined specific cases where loans are not securities. He warns that any venture where investors expect profit from passive involvement, such as syndications, is considered a security and must comply with SEC regulations.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.

Tilden Moschetti, a securities attorney with the Moschetti Syndication Law Group, presents an in-depth analysis of Regulation D Rule 506c. Moschetti emphasizes the value of direct reference to the regulation itself for clarity, drawing on advice from his law school professor. He cites Rule 506c in the context of its placement within Book 17 of the Code of Federal Regulations, emphasizing that it concerns exemptions for limited offers and sales irrespective of the dollar amount or offering.Moschetti outlines the conditions to meet for Rule 506c eligibility. The rule requires compliance with all terms and conditions of 230.501 and 230.502 A and D. The definition of an accredited investor, as outlined in 501a, is highlighted as particularly significant for those considering Rule 506c.Moschetti then explains the concept of integration: if a fund combines multiple offers, these offers must be evaluated to determine if they should be considered as one. This evaluation is crucial for those considering both 506 B and 506c, as the integration of offers could lead to potential complications. Rule 502 D imposes limitations on resale, asserting that the security should not be purchased with the intent of selling it, thus discouraging speculative purchase.Finally, Moschetti discusses the specific condition in 506c that all investors must be accredited. This necessitates verification of the investor's accredited status, a task best accomplished through reliance on third parties such as registered broker-dealers, investment advisors registered with the Securities and Exchange Commission, licensed attorneys, or certified public accountants. These professionals should have firsthand knowledge of the investor's financial position to confirm their accredited status. He suggests that companies that certify an investor's status will likely have an attorney or accountant on staff to oversee the verification process.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/Read more about Accredited Investors - What is an Accredited Investor under Reg D Rule 501?: https://www.moschettilaw.com/accredited-investor-definition/👇 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.