Advice on syndication LLC Operating Agreement

[Shafi Noss]

Hi everyone, I'm looking for some advice on syndication LLC formation best practices.

Background: The plan is to syndicate 5-10, $10k+ investments into a LLC that will make 15% as a private lender. I will take 3% and pass on 12% to investors.

Problem 1, structure: Since my company will own 20% of the LLC and investors will split the remainder between them, there's a problem. Selling a % will keep my 20% intact, but limit the # of investors that can come on board. Selling shares will allow for flexibility from investors, but dilute my % ownership.

Problem 2, cost: This is a small project, designed to give new investors a chance to test the waters in a safe, low-commitment environment. I'm not making much profit, $750 over 6mo, and LLC formation and dissolution is $100 each in Maryland. I need to find a way to put this together inexpensively. Paying for legal advice upfront would be manageable since I'll be repeating these investments, but keeping costs lean is important.

Anyone here have advice on this?

[Sean Morrison]

You may want to talk to a syndication attorney before you move forward. First, typically in this kind of deal you're offer units rather than percentages. Whether it's a percentage or a unit, you don't have to dilute yourself. Second, you're now dealing in securities, and it sounds like you'll want to advertise, which is getting into some pretty tricky regulatory matters. You'll need an attorney to set up this round, and you should probably expect to pay five figures. So if $100 kills your profit, you can imagine what the legal fees will do. Otherwise, you're asking for trouble. This is one of the reasons syndication deals aren't done for small amounts.