The SEC had created a "safe harbor" which under rules 504, 505, and 506 spelled out parameters of a private offering, which, if followed, would not be challenged by the SEC as a private offering exempt from registration.  

If you have multiple investors that are totally passive you were going to need to file an exemption with the SEC as this would not be a joint venture unless they are active in the deal.

Either way it would have to go through the SEC as an exemption or registration with all the appropriate documentation and paperwork.