Series LLC syndicating business structure

Series LLC syndicating business structure

Real Estate Agent · Galveston, TX · Member since 2015 · 255 posts · 219 votes

I have been addicted to this site for quite some time now. I've always been a reader my entire life but never much of a writer. As part of my New Years plan, I wanted to get more involved and actually give back to BiggerPockets which has given so much to me. I thought I would start by describing by current business structure and how it is working for me.

Entity

This year I formed a Series LLC for the purpose of holding long term rental properties. For those unfamiliar with this type of entity, it is a single LLC with holds multiple series under it. If done right, each of these series can have the separate liability of an LLC but is treated as one entity for tax purposes.

Each investment I have purchased is under a separate series, aka 123 Main Street series of Generic Investments, LLC. This provides each of the entities with liability protection from each other. Each series has its own formation papers and bank account.

My entity is also a disregarded entity. This means that all income and deductions are passed through to my personal return every year. While this does mean I have to account for all income including money set aside for repairs, it also means that the depreciation of each of my assets can be used towards my personal return!

Financing

Each of my deals, even the cheapest SFH, is done through investor contributions. I have not put a single dollar into my company. In return, I give my investors a set percentage on their money through an unsecured promissory note. The percentage return is typically equal to the average cashflow out of the property. Since all of my investments fall in the cash-on-cash return of 12%-18%, the average return for the investor is 15%! This is paid to them on a monthly non-compounding basis of interest only payments.

Each of these investor notes are set with a certain time parameter. During initial conversations, we set a number of years the investor would like to be involved. This gives me a set point that I know that I will have to either re-sign with the old investor, find a new investor, use company money to buy out the investor, or refinance the property. I also allow the investor to be able to call the note due with a 6 month written notice. This allows flexibility for the investor and helps them to feel in control instead of trapped.

These investments are then leveraged through a commercial loan in order to purchase the property. My current terms through my regular portfolio lender are: 20% down, 5.1% interest, & 20 year amortization. 

As a realtor, I am paid a commission on each of my purchases and also self manage. This provides me with initial income from my property and the ability to pay myself a fee for management. Instead of paying myself the 10% fee, I move the money from the series account to the LLC account to help with future plans. Any excess cashflow after amount alloted for repairs, debts, and management is also transferred to the LLC account.

Legal

For those who know the laws regarding investing, you are probably saying, "Wait, wait wait! You are illegally selling real estate securities! The SEC is going to destroy you!". In every state, we have the oh so wonderful SEC which protects people from dangerous investments but also keeps them from the best investments. There are however exemptions! 

Under the Texas SEC documents, if I stay within certain parameters I do not have to file with the SEC. These are as follows:

  • Each investor must be secured through private or business relationship and may not be found through advertising.
  • The investor must be well informed on the investment.
  • You may only acquire 15 investors within a 12 month period.
  • You may only have 35 investors.

I don't know about you but there is A LOT I can do with 35 investors!! If each investor was to simply give $20k and you leveraged that at 80% LTV, you could purchase a $3.5M property! This is obviously a simplification as there are closing costs and other expenses but it drives the point across.

If it wasn't a private offerings, the SEC requirements to invest in deals like these are intense. You must have $1 millon dollars of net worth or make $200k/year ($300k for couples). That excludes almost everyone from these deals and the wonderful returns they can bring.

Future plans & Goals

Currently I have acquired 5 properties (6 units) through this method. The next investment lined up for after the holiday season is a 6-plex bought through syndicating the investments of two of my current investors.

As I mentioned earlier, I am a realtor and my wife is an artist. Currently we live solely off the commission from my investments as well as my day to day real estate sales. The money from property management has been slowly stockpiling within the LLC account over this past year and I am happy to say that I am almost ready to repay my lowest cost investor! As the cashflow increases I will be able to pay off each investor quicker and even have my company purchase/syndicate investments.

But I don't want to leave my investors out in the cold! My plan is to pay off each investor the investment amount owed, an additional 6 months of their returns, and present them with a property or syndication that will allow them to put their money back in. Thankfully the 6 months return is about equal to the commission I receive on the sale. I get to purchase another property, my investor is thrilled at their bonus, and my cashflow through property management increases!

There will also reach a point that I will get my brokerage license and leave my current brokerage to form my own. Then I will not only have increased commission but can begin to hire other real estate agents who love investing. I can leverage their abilities and connections to exponentially grow my investment business while taking a back seat and manage the growth.

I hope to use this experience to move towards purchasing larger residential and commercial buildings. By practicing syndication on this low level, I gain the experience needed to handle larger deals as well as give my investors faith in me. 

Thank you so much for reading my post. Please feel free to ask any questions and feedback is always appreciated. If you really want to talk in depth about this or anything else, connect with my here. I always can use a good real estate talk!

As a precaution for SEC issues:

*This is in no way a solicitation for investment in my LLC. This post is written to be informative and not in order to seek investors.

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Investor · North Augusta, SC · Member since 2016 · 43 posts · 20 votes
9y

You do know that this type of LLC is not available in all 50 states right? Plus the fact that in a few there is no protection from one LLC to the other. Therefore if you have one LLC acting as a holding company for the others liability is tied to every series LLC held by the holding LLC. Before anyone takes this post at face value make sure you check the laws in your own state and an attorney because as this form of LLC is new not all states recognize Series status!

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  • Investor · North Augusta, SC · Member since 2016 · 43 posts · 20 votes
    9y

    You do know that this type of LLC is not available in all 50 states right? Plus the fact that in a few there is no protection from one LLC to the other. Therefore if you have one LLC acting as a holding company for the others liability is tied to every series LLC held by the holding LLC. Before anyone takes this post at face value make sure you check the laws in your own state and an attorney because as this form of LLC is new not all states recognize Series status!

  • Real Estate Agent · Galveston, TX · Member since 2015 · 255 posts · 219 votes
    9y
    Yes I do understand that. Currently I believe 15 out of the 50 allow for them. They've been around for over 20 years now and are slowly expanding. This is the system that works well for me in Texas. As with anyone starting a company, especially one in which you will be dealing with other people's money, you should have discussions with lawyers and attorneys. SEC exemptions change from state to state as well. As with any endeavor, research is paramount but this is what works for me down here in Texas!
  • Investor · Napa, CA · Member since 2016 · 95 posts · 62 votes
    9y

    Did you create a private placement memorandum for your investors?

  • Real Estate Agent · Galveston, TX · Member since 2015 · 255 posts · 219 votes
    9y
    Each investor is given a copy or access to all working documents of the LLC. This includes the Company Agreement with all my LLC rules, series formation papers, note purchase agreement, and the unsecured promissory note. I analyze properties through the BiggerPockets rental calculator to show them the analytics. I also give them an overview of all of the companies holdings. This shows them all the money going in and out of the company and how much of a cushion there is for unforeseen circumstances. I do my best to make everything as transparent as possible. I even send out an updated overview each quarter and when a property is acquired.
  • Real Estate Lender and Broker · Dallas, TX · Member since 2013 · 966 posts · 500 votes
    9y

    Timothy,

    I am assuming from your answer that you are not drafting a private placement memorandum.  I am also assuming you are doing this as a 506B offering.

    Mark

  • Real Estate Agent · Galveston, TX · Member since 2015 · 255 posts · 219 votes
    9y
    I am not currently drafting one but I plan to in the future as the size of the assets that we are looking at goes up. Currently everything is being done as a 506B offering, that is correct. This company is still in its infancy. Currently I have two investors whose funds have purchased this years properties. I have two more doing initial test Investments this January and am in talks with a few others. As we grow things will slowly evolve. I was doing this for two years before this entity on a low level with family and relatives. This entity was created due to outside interest from others and is going from there. I have plenty to learn and that's what I love about BiggerPockets! It is a great place to do just that!
  • Investor · North Augusta, SC · Member since 2016 · 43 posts · 20 votes
    9y

    @Timothy Church Dont know about anyone else here but Im not seeing this work in the real world! However, for myself, maybe I may not understand something but I see a huge potential downside. In your own financing statement you say that each investor is getting a 15% annual return on investment broken down into monthly cash thru payments, and you your using none of your own money! So if I run those numbers for a 300K property @20% down, 5.1% interest, & 20 year amortization, I'd be curious how your seeing that much cashflow as Im seeing a monthly payout of mortgage and investor equity to the tune of $4600 not including taxes, Insurance and expenses. So that would mean you have the inside track to sellers of 750K homes for pennies on the dollar! IM also assuming by the way its worded that only you and your wife are listed as owner/manager of each LLC and that your investors are not named as members in any series LLC as well.  If the above two are true then I'd say your playing with Texas "Blue Sky" laws.  By the way if these properties are in Galveston, Tx area the flood insurance must be huge even at FEMA rates!  Oh yeah your leveraged 3.5M worth of property would cost you $43,750 a month before any expenses.  All in all people would be lunatics not to invest with you as your offering 10 times or more (AAA) current Corporate Bond rates.   I question your plan because of something I invested in about 10 yrs ago with a friend and it paid very well but structure wise it was nothing like this and you have lots of holes in my opinion!  Number 1 where do you think your upside is and where is your equity. It looks like to me all you get is a management fee if anything is left after expenses and investors are paid off monthly, or your looking for one heck of an appreciation rate of about 7%-9% year over year based on what your paying out up front and historically that just doesn't happen!

  • Real Estate Agent · Chicago, IL · Member since 2016 · 176 posts · 73 votes
    9y
    Timothy Church great insights!! I'm glad you are deciding to post more on BP. I think posts like this are really helpful for people getting started or people who want to understand their options.
  • Investor · Napa, CA · Member since 2016 · 95 posts · 62 votes
    9y

    I have been researching an offering of this type but I don't see an exemption from the SEC for a PPM with a 506B offering. The SEC website says "you must give non-accredited investors disclosure documents that generally are the same as those used in registered offerings." which to me says you must provide a PPM. Tim, can you point me to a resource that says a 506B has an exclusion from a PPM. Thanks so much!

  • Real Estate Agent · Galveston, TX · Member since 2015 · 255 posts · 219 votes
    9y
    Mike Bolen Sorry for the delayed response. We went down to Central America with the family for the holidays so I was a bit out of pocket. The reason I'm not is my attorney's recommendation. They are comfortable with my strategy of offering my working documents and LLC info as long as we are staying around and under $1M acquisition point. Once we move on to larger properties it is definitely in the works. I have them on retainer so that if any issues do arise, we are prepared. Since the definition isn't specifically defined there is some wiggle room.
  • Real Estate Agent · Galveston, TX · Member since 2015 · 255 posts · 219 votes
    9y
    Jaclyn McClellan Thanks for your comment! I figured it is a great way of growing and focusing my real estate career. I hope you were able to get a different view from this. Have a Merry Christmas!
  • Investor · Napa, CA · Member since 2016 · 95 posts · 62 votes
    9y

    I completed extensive research and found and hired a securities attorney recently to create a fund, prepare disclosures etc. if anyone needs a referral to an attorney that only practices securities law let me know. Merry Christmas, Thank you! 

  • Real Estate Agent · Galveston, TX · Member since 2015 · 255 posts · 219 votes
    9y
    Mike Bolen Thank you for that! If I ever decide to move past the levels of the exemptions I will definitely reach out. I hope everyone is having a wonderful holiday! Merry Christmas!
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