Real Estate Investing Club & SEC Regulations

[Ian Golightly]

Hello all!

I wanted to start a virtual real estate investment club, but I have a question. Typically REIC's are not regulated by the SEC, but I was wondering if the club introduced the deal and managed the property would that transaction be considered security then? 

Since club members have built somewhat a relationship, would the offering of an investment property/project not fall in the general solicitation clause? Would also taking in 35 or fewer non-accredited investors would also be compliant for not registering the deal with the SEC?

I'm new to all of this, so I apologize ahead if these have been on previous threads over and over again.