My wife and I have a vacation rental business. We are growing to the point of bringing in private money investors. I have read Matt Faircloth's book, and hit the forums for review. One question I still have: is a joint venture using the investor's money as a down payment, and getting a bank loan for the remainder of the purchase  considered an SEC deal? If we structure the arrangement so that the investor gets his capital back over a set number of years, as well as a portion of the profits annually, is that considered an equity deal? It seems whenever I read about joint ventures, it is not, but I am not clear on this. It seems if we simply document that the private money lender is bringing a service to the partnership other than the money (keeping the books on a quarterly basis for example) we avoid the need for SEC involvement. Is that correct?

While I could use 100% private money to purchase the property, my goal is to get as much of that principal in a long term, low interest bank loan since the rates are so low right now. My understanding is that a joint venture allows us to use private money for the down payment and still get the bank loan. Ideally, I could use the private money as a debt lender for the down payment and place them as a second on the mortgage, but I don't think banks allow that. I am going to talk to a few banks this week for more guidance on their end too. 

I appreciate any advice.