The SEC is after ME!!!

[Jeremy Marek]

So I am looking to partner up with another investor friend on a commercial multi family property. I have done a lot of research on if we need to file SEC paperwork to have another investor for this deal (both of us have rentals on our own).

Please correct me if I am wrong, but since we would both be actively participating in managing the investment, it is not considered a security, and we do not need to file 15K in paperwork. Instead, we are simply business partners.

Now, if I was looking to raise money from the general public (or anyone for that matter) that would NOT be actively participating in the business, then I would be considered to be selling a security, correct?

Since it is a mutual business partnership of two active members, I should be clear, correct?

[Chase Keller]

I agree, since neither of you are managing money for anyone else, it is not a security.  
BTW, kudos on the title.  It made me want to read it right away.