@Todd Dexheimer @Greg Scott He’s pooling money for a duplex, not a $5m commercial apartment complex.
He should be able to claim an exemption from registration under rule 506 of Regulation D. He won’t even have to provide a Private Placement Memorandum although it’s highly encouraged for added protection. He can also take non-accredited investors if he wants!
To be safe, he should give all his investors a job to do in the Operating Agreement so the offering isn’t considered a “security” (because it is not solely through the efforts of another).
I would understand spending $10k on legal fees if you’re raising millions, but for a 20% down payment on a duplex, I don’t see how it’s necessary or feasible.
As long as he discloses to his investors all the risks involved and avoids any sort of fraudulent activity, the SEC likely won’t question his ability to serve as a good fiduciary.
However, as you both mentioned, it is highly recommended to consult a RE attorney before proceeding. I usually spend around $300-500 on this....again not $10k for these small deals.