All Forum Posts by: Amy Wan

This is a complex question. You'll want an estate planning attorney. Do you have any legal residence in the U.S. or not? Estate planning laws and the laws around wills/trust vary state by state, so is best to consult an attorney in the state in which you have legal residence, even though you're living in Japan at the moment.

Securities attorney here. You will likely want to have a PPM, subscription agreement, operating agreements for each of the entities involved, and perhaps more depending on the deal. This is a securities offering, not a joint venture.

 I've found the same.

I dont often see folks asking an attorney to review the PPM of a deal they're investing in (unless they're a high net worth individual/family). Mostly what you want to look for is clarity in distributions, ownership, and voting rights (to see what your rights are when things go wrong). The sponsor should use an attorney to draft their documents (if they drafted it themselves or edited a template from the internet, run away...)

Otherwise, people don't often have an attorney take a deep look unless they've lost money and are now consulting an attorney about suing the sponsor.

you definitely should not have a secretary prepare this. It is legally complex and templates don’t do the job. You need a securities attorney.

@David VanWert you can pay about $50 for an attorney to certify your accredited status via verifyinvestor.com. Lots of CPA’s aren’t willing to take on the liability.

@Dean Fiacco I actually see that all the time, and if you can find an experienced syndicator willing to do it, I think its a great way to get into the business. Folks that I see go that route have a much higher success rate than folks who start off going at it alone. It's nice to have someone show you the ropes.

agreed with other commenters on deal size. A 500k-1.2M purchase price means, after financing, you may only need to bring 100k-500k to the table, depending on the % LTV. At 100k, I would not syndicate. My clients only really consider it after the 250k mark. It's generally good not to have legal make up a large % of your transactional cost. But I get that everyone has to start somewhere.

You want a securities attorney who specifically focuses on real estate syndication. A generalist real estate attorney tends to be a transactional local attorney to represent buying/selling property whereas a securities attorney is concentrated on state and federal securities laws. One that specializes in real estate syndication will be able to guide you around what is/is not standard in the industry.

This is likely going to be a 506(b) deal so that you can take friends and family money. You’ll want to very clearly delineate the financial structure and fees so people aren’t upset later on. Investors need to have a preexisting relationship with the sponsor (which it seems you have), but they also need to be “sophisticated” i.e. have some understanding of what they’re investing and and the risks that come with it.