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Updated almost 7 years ago on . Most recent reply presented by

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43
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9
Votes
Paul OBryan
  • Investor
  • Los Angeles, CA
9
Votes |
43
Posts

How to set up "non-investment" private syndication betw friends

Paul OBryan
  • Investor
  • Los Angeles, CA
Posted

A few like-minded friends and I are considering pooling our resources and purchasing a piece of raw land in a desirable area (Malibu) and are wondering if a syndication with a LLC shell might be the best entity for this. I use the term "non-investment" because the land would be for future development and use by the investors and would not be principally a vehicle for making money. Of course, there is always the possibility of liquidating the property at some undetermined future date and splitting the proposed profits on appreciation, but this is not the stated goal.

The goal is to develop some living quarters and communal space which friends and family can use for their enjoyment with the probability that any number of the partners may retire there at some point. I know, it maybe sounds like some hippy commune real estate nightmare scenario, but we want to try to realistically work out a solid, grounded scenario that we envision. 

I read a BP forum post from a few years back that provided some general guidelines into setting up a syndication (thank you @Lew Payne): https://www.biggerpockets.com/forums/311/topics/18...

"You set up such syndication entities by clearly establishing their purpose and goals, the benefits to investors, the exit strategy, the management strategy, and the processes for handling disputes, change in membership due to estate or bankruptcy of a member, the process for winding-down a series, and the overall exit strategy. Once you've done that, you confer with an attorney experienced in real estate syndication, and retain him."

I'm wondering if anyone else has any thoughts or insights to share.

Thank you

Paul O'Bryan

Most Popular Reply

User Stats

108
Posts
68
Votes
Steeve Breton
  • Investor
  • Natick, MA
68
Votes |
108
Posts
Steeve Breton
  • Investor
  • Natick, MA
Replied

It may be best to not use the word syndication in this case. That will just confuse things. This does not meet the SEC’s definition of a security. I believe all you would need is a simple LLC and operating agreement. You do not need to seek a securities attorney who specializes in real estate syndication.
Having an attorney who is well-versed in real estate operating agreements would be very helpful. They can help you think of scenarios to ensure you’re getting everything on paper before purchasing the property.
It wouldn’t hurt to consult a real estate attorney and CPA regarding the pros and cons of setting this up as a trust of some sort.

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