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Partnering v. Syndications Part 2


In our last blog, we covered the considerations that determine when you might be engaged in a partnership or a syndication. And, if you fall in the syndication category, then you’ll need to comply with SEC regulations. Or, if it’s an actual partnership, then you do not. That is an important question to answer and not always as clear cut as you might think. There are a lot of variables and uniqueness to your specific deal that can make a big difference in the answer.

In today’s blog, we are going to cover the legal structures of these two types of investing techniques. Let’s start with a syndication.

A syndication is almost always an LLC structure. But, before that, you will also need a Private Placement Memorandum (PPM). This is a business plan with the terms of what you’re offering that will be giving to potential investors. You may also need a Subscription Agreement. This is an investor’s pledge to contribute to the deal at the stated terms before the syndicators actually need the investment. Then at some point the Subscription Agreement is “called,” and the investor will wire funds at that time, completing the exchange. Then, of course, there is paperwork to be submitted to the SEC and to states in which you are raising funds.

Now let’s talk about the operating agreement for the LLC.