What makes it a syndication?

[Sarah Msuya]

I am putting together a large deal using capital from one private investor. Does this classify as a syndication or is there a less complicated structure that can be used? 

[Greg Scott]

That is a great question for your attorney.  You will need one regardless of what structure you use, so ask.

If someone gives you money with the idea that you are going to do all the work and give them a profit, then you have technically created a security, and would need to use one of the SEC exemptions under Reg D.  Most people that have one private investor, that investor has a pretty big voice in how the deal is run.  In that case, it might not require a Reg D exemption.  Seek qualified advice.