Offering Documents

Private Placement Memorandum Preparation

A complete, SEC-compliant PPM drafted by securities professionals — at a fraction of what a law firm charges.

About This Service

A Private Placement Memorandum is the primary disclosure document in any Regulation D offering. It tells investors who you are, what you're raising money for, how their capital will be used, and what risks they're taking. Getting it right isn't optional — a deficient PPM exposes you to rescission claims and SEC enforcement. We draft PPMs that are thorough, accurate, and built to withstand scrutiny.

What's Included

Executive summary and offering overview
Business description and management team bios
Use of proceeds — detailed and defensible
Risk factors section (comprehensive)
Financial statements and projections framework
Securities description and offering terms
Subscription agreement and investor questionnaire
Accreditation certification

How It Works

Our Process

Intake questionnaire

We send you a detailed questionnaire covering your business, offering terms, management team, and financials. Most clients complete it in 2–3 hours.

First draft delivery

We deliver a complete first draft within 10–15 business days. The draft is ready for your review and any attorney you choose to involve.

Revisions

We incorporate your feedback and any comments from your counsel. Standard packages include two rounds of revisions.

Final delivery and filing

You receive the final PPM package. We file Form D with the SEC and handle state blue sky notice filings as included in your package.

Who This Is For

Companies raising seed or growth capital, real estate developers and syndicators, private equity and venture fund sponsors, and any issuer conducting a Regulation D offering who needs a compliant PPM without law firm billing rates.

Get a flat-fee PPM proposal

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Exempt Offerings

Regulation D Offering Compliance

Structure your exempt offering correctly from the start — before a single investor signs a subscription agreement.

About This Service

Regulation D is the SEC's framework for raising capital from private investors without registering the offering. It's the most widely used capital-raising exemption in the United States — but using it incorrectly can void your exemption and expose you to serious legal liability. We help issuers structure their offerings under the right rule, prepare the required documents, and stay compliant throughout the offering period.

What's Included

Exemption selection: 506(b) vs. 506(c) analysis
Investor eligibility and accreditation framework
General solicitation compliance (506(c) offerings)
PPM and subscription document preparation
SEC Form D filing
State blue sky notice filings
Ongoing compliance guidance during offering period

How It Works

Our Process

Offering structure review

We review your capital raise goals, investor base, and marketing approach to determine whether 506(b) or 506(c) is the right exemption.

Document preparation

We draft the PPM, subscription agreement, and all investor-facing documents to the applicable Reg D standard.

SEC and state filings

We file Form D with the SEC within the required 15-day window and handle state blue sky notice filings in every state where you sell.

Offering period support

We're available to answer compliance questions, prepare amendments, and help you close the offering cleanly.

Who This Is For

Any company, fund, or real estate developer raising capital from accredited investors under Regulation D — whether it's your first raise or your tenth.

Structure your Reg D offering correctly

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Rule 506

Rule 506(b) and 506(c) Offering Documents

The two most powerful Regulation D exemptions — structured correctly for your offering.

About This Service

Rule 506 of Regulation D provides two distinct exemptions that allow issuers to raise unlimited capital from accredited investors. Rule 506(b) permits up to 35 sophisticated non-accredited investors and prohibits general solicitation. Rule 506(c) allows general solicitation and advertising but requires independent verification of every investor's accredited status. Choosing the wrong rule — or failing to comply with its requirements — can void your exemption entirely.

What's Included

506(b) vs. 506(c) suitability analysis
PPM drafted to the applicable rule standard
Accreditation verification framework
General solicitation compliance review (506(c))
Subscription agreement and investor questionnaire
Form D filing

How It Works

Our Process

Rule selection

We analyze your investor sourcing strategy, marketing plans, and investor base to recommend 506(b) or 506(c).

Document drafting

We prepare the PPM and subscription documents to the specific requirements of the selected rule.

Compliance review

For 506(c) offerings, we conduct a general solicitation compliance review before any marketing materials go live.

Filing and close

Form D is filed with the SEC and state notice filings are handled in every applicable jurisdiction.

Who This Is For

Issuers who need to understand the 506(b) vs. 506(c) choice and get the right documents prepared for their specific offering structure.

Not sure which rule applies to your raise?

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Real Estate

Real Estate Syndication Offering Documents

Raise equity for your real estate project with a compliant PPM and subscription package — without law firm billing rates.

About This Service

Real estate syndications are one of the most common uses of Regulation D. Whether you're raising equity for an apartment acquisition, a ground-up development, a commercial property, or a Delaware Statutory Trust structure, you need a PPM that accurately describes the deal, the risks, and the investor's rights. We specialize in real estate offering documents and understand the specific disclosures that matter to real estate investors.

What's Included

Real estate-specific PPM drafting
Property description and investment thesis
Waterfall and distribution structure documentation
Operating agreement or LLC agreement review
Subscription agreement and accreditation certification
Form D filing and state blue sky notice filings
DST structure documentation (where applicable)

How It Works

Our Process

Deal intake

We review your property, deal structure, waterfall, and target investor profile to scope the offering documents.

PPM drafting

We draft a real estate-specific PPM covering the property, the sponsor, the deal terms, and all required risk disclosures.

Operating documents

We review or draft the LLC or LP operating agreement to ensure it aligns with the PPM terms.

Filing and launch

Form D is filed and state notice filings are handled. You're ready to accept subscriptions.

Who This Is For

Real estate developers, syndicators, and operators raising equity from accredited investors for acquisitions, development projects, value-add deals, or DST structures.

Ready to launch your real estate raise?

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International

EB-5 and Cross-Border Offering Documents

Raise capital from foreign investors with offering documents built for the complexity of cross-border compliance.

About This Service

EB-5 offerings and cross-border private placements involve layers of compliance that domestic offerings do not — USCIS requirements, foreign investor disclosure obligations, currency and wire transfer considerations, and the intersection of U.S. securities law with foreign regulatory regimes. We prepare offering documents that address these complexities and give your foreign investors the disclosures they need to make an informed decision.

What's Included

EB-5 regional center PPM drafting
USCIS-compliant offering structure documentation
Foreign investor disclosure addenda
Cross-border subscription agreement
Regulation S analysis for offshore offerings
Form D filing and applicable state filings

How It Works

Our Process

Structure review

We review your EB-5 or cross-border offering structure, investor sourcing geography, and applicable regulatory requirements.

Document preparation

We draft the PPM and subscription documents with the additional disclosures required for foreign investors.

Regulatory coordination

We coordinate with your immigration counsel (for EB-5) or international counsel (for cross-border) to ensure document alignment.

Filing and compliance

We handle Form D and applicable state filings, and advise on Regulation S compliance for any offshore component.

Who This Is For

EB-5 regional center operators, developers seeking foreign equity investment, and issuers conducting cross-border private placements with a mix of U.S. and non-U.S. investors.

Raising capital from foreign investors?

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SEC Filings

Form D Filing and State Blue Sky Notice Filings

File on time, file correctly — and never miss a state deadline.

About This Service

Every Regulation D offering requires a Form D to be filed with the SEC within 15 days of the first sale of securities. Missing that deadline is a compliance failure that can affect your ability to rely on the Reg D exemption in the future. Beyond the SEC filing, most states require a separate notice filing — and the deadlines, fees, and requirements vary by state. We handle both, so you don't have to track them yourself.

What's Included

SEC Form D preparation and EDGAR filing
Filing within the 15-day statutory window
State blue sky notice filings — any or all 50 states
State filing fee coordination
Filing confirmation and copies for your records
Form D amendments as needed

How It Works

Our Process

Information gathering

We collect the offering details, issuer information, and list of states where you will sell securities.

Form D preparation

We prepare the Form D for your review before filing. You confirm the details are accurate.

SEC filing

We file the Form D on EDGAR within the 15-day window and send you the filing confirmation.

State filings

We prepare and submit state blue sky notice filings in every state you specify, tracking deadlines and fees for each.

Who This Is For

Any issuer conducting a Regulation D offering who needs Form D filed correctly and on time, and who wants state blue sky notice filings handled without tracking 50 different state requirements.

Need a Form D filed?

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