How to Structure Your Capital Investment Vehicle When Raising Money

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Mo Money, Mo Problems” as The Notorious B.I.G. says in his now famous song.

The “Mo Problem” arises around the question on how to structure an investment vehicle to take in their capital investors funds. Structuring a capital investment vehicle will be driven by the way you bring capital partners into the investment (i.e. debt or equity security). Investor capital can be secured as a debt or an equity investment within the investment stack.

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Capital Investment Partners – Debt

Bringing a capital investor as a debt investors means securing their capital through a first mortgage on the subject asset and providing them a fixed rate of return.  If you have one major capital investor who will give all the funds needed then you simply give them a mortgage and the note on the asset and you can take in their capital.

The complexity arises when you cannot find one investors but must have multiple investors involved to achieve the needed capital requirement for the deal.  So how can you setup it up?

The diagram below will illustrate how to structure a Debt Capital LLC vehicle to take in debt investment capital:

Ankit 1

As indicated by the diagram above, you must setup a separate Limited Liability Corporation that will take in capital from each of the multiple capital investors. Each investor will get a share/membership unit percentage relative to the total capital stack.  For example, if a capital investor invests $10,000 on a $100,000 total capital stack then they will receive a membership interest of 10%.

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The Debt Capital LLC will provide the capital to the Investment Ownership LLC typically owned a 100% by the real estate investor and in return receive two documents:

  1. a mortgage which helps securitize the interest on the investment asset and
  2. a note contractually securing the return obligation i.e. the interest rate owed to the Debt Capital LLC from Investment Ownership LLC regardless of the asset performance.

The real estate investor will own a 100% of the Investment Ownership LLC and in turn receive all upside that the asset produces but also be responsible for any and all downside involved in the project.

Capital Investment Partners – Equity

Equity capital investors are true investment partners to the equity investor as their return profile is variable and tied to the performance of the asset and the real estate operator. As a real estate investor it is your job to protect their capital and setup the right investment structure to secure their interest.

The diagram below illustrates how to structure a Equity Capital Investment LLC to take in equity investment capital:

Ankit 2

Equity investors are true investment partners as their returns are variable to the performance of the investment and the real estate investor management skills. The end mechanics are still the same as the investors provide you capital and receive shares/membership units in the Investment Opportunity LLC.

The key difference is that instead of receiving a note from the Investment Ownership LLC; the equity investors and GP receive an operating agreement which is the framework that describes the relationship, the obligations for all people involved (Equity Investors and GP) and returns division to both sides.

I would recommend having your first operating agreement drafted by a good corporate attorney who understands establishing partnerships and the associated nuisances of returns, risks and dispute situations.

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Raising capital can lead to Mo Problems unless you structure and bring in capital investors in a manner that is the most advantageous for the investment asset and the capital investor’s interests.

Any questions, please feel free to comment below and I will answer any and all questions as I know that this can be confusing at first glance.

Happy Investing!

About Author

Ankit Duggal

Ankit Duggal(G+) is the Investment Director of a New Jersey Income Operating & Consulting Company . Ankit is a seasoned value investor who enjoys achieving a zen through surfing, hot yoga, and snowboarding.


  1. Great article. The only thing I would mention is that I would NOT make this a DIY project unless you have significant competence in this area. I’m a licensed attorney and I can fake my way through entity topics, but I would never attempt something like this without help from a good attorney.

  2. “I would recommend having your first operating agreement drafted by a good corporate attorney who understands establishing partnerships and the associated nuisances of returns, risks and dispute situations.”

    I would change that paragraph to say “SEC attorney who also drafts the LLC opperating agreement, subscription agreement (important), disclosure and PPM”.

    Only some states have an SEC exemption from SEC registration when one investor on one property on a 1st lien. Multiple investors is definitely an SEC registration and PPM (fancy disclosure doc). It makes sense to be safe when taking folks cash to do so within an SEC registered PPM.

    On of the better SEC attorneys has posted on BP a few times and giving alot of talks that can be googled. Jillian Sidoti.

  3. Ankit, Thanks for the article. Very helpful to see the setup of the two investment vehicles visually. I’ve been kicking around how exactly to set up an investment from multiple sources and your diagram above is perfect, and I now understand the very basics as to how to do this.

    No worries, you don’t have to scold me, I will use an attorney to handle the paperwork, but this is perfect. Thanks.


  4. Thanks for the article. Very helpful. I have a question about a simpler deal structure. A family member has agreed to fund a flip for myself and another partner. We will split the profits equally 3 ways. We will use my LLC as the business entity and the funds will come from a HELOC. I am the only member of the LLC. How should a deal like this be structured and how should the profits be distributed?


  5. Great article and very helpful,
    I have been approached by what I believe based on your investment diagram would be the debt capital LLC. They want me to sign an agreement for which I would be a 1% shareholder based on the capital project amount. The agreement states that I would receive 1% of all “net” revenue (if I am to take the meaning of net revenue as either the top line on the income statement, total sales, gross revenue, etc., and not net income for revenue after cost of sales and cost of goods sold, or the bottom line on the income statement) from the debt capital LLC’s portion of 60% interest in the project. That seems like I would immediately be diluted to .06% shareholder instead of 1%?
    If the initial project is for which they are seeking capital from multiple investors is 10M and I am asked to fund $100,000, I should be considered a 1% shareholder correct? It also states (in the agreement) that once an additional revenue stream is approved for this capital funding project (in other words they have a license to sell a certain product now and in the near future they are hopeful to get a license to sell additional products to the general public which would secure and additional revenue stream) that my 1% would get diluted to 1/10th of 1%. Does that sound right? Is that a standard practice on an agreement like this? I have ran the numbers several times and it seems the net revenue would have to grow a tremendous amount for me to find it worthwhile to give up $100,000 right now.
    I take to mean (based on your diagram that the investment ownership company would be the 40% owner in the project) and according to the agreement I am not entitled to any % of their ownership of the net revenue.
    I have not signed anything and would certainly have an attorney experienced in this take a look first anyway. Any feedback you have would be greatly appreciated.


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