Making sure I don't run afoul of SEC?

[Eddie Starr]

Not sure if this is the proper forum to post this to; move if needed.

I was looking at the various rules, and as you may imagine, it's a little confusing. I was looking over Title II - IV, and some others.

What I'm wondering is, if I have a certain percentage of funds, say through a HML, would I still be subject to any SEC rules, for finding my remaining funds through a 3rd party?

I was told that since I would be doing a "partnership," or maybe a "JV," the SEC wasn't applicable. Others have said that even if I have that sort of situation (forming a partnership, or investing company, with multiple members), since I didn't previously know the people, and have an "established relationship," that I could run afoul. Still others have said if you know them for a set time (ranges from 30 - 90 days, or have "at least 3 contacts, between in person, phone, and/or virtual"), then that covers the "established relationship."

Then, there's the "it depends...it's complicated...there's not hard set rules..."

Can any experienced members, who've had to make sure they don't run afoul of SEC, give their 2 cents and their actual experiences?

[Taylor L.]

Would your 3rd party after the HML be issuing a loan or an equity investment? What terms would you be offering them?

A JV or partnership agreement doesn't automatically make you immune to securities laws. From a syndication background, you have to ask yourself if the partners have an active role in the management of the business or property. If one or more partners in your company isn't doing anything to earn a return, then they're a passive investor and must receive the appropriate disclosures.

I'm not a lawyer, just a guy who syndicates real estate :)