What kind of memorandums, agreements and documents are necessary? Do I need a security attorney?
If you are raising money from third parties, you should consult with a securities attorney. You need to make sure you comply with the securities act requirements as well as issues regarding investment company act compliance, investment advisers act compliance and broker-dealer registration.
If you are doing an offering involving people you don't know, you should comply with either small offering exemptions in state laws or a federal securities exemption. Being firmly within an exemption helps prevent you from being sued. It also helps protect investor rights of recession and the payback of their investment with interests.
Yes, you need a securities attorney. When you were selling interests in a fund, you are selling securities. If you are selling securities, your offering must be registered or exempt from registration. Each securities exemption has its own set of rules regarding such things as disclosure requirements, financial qualifications of investors, and whether you can advertise. A securities attorney can help you determine the appropriate exemption for your OZ fund offering. The appropriate offering documents may include a disclosure document such as a private placement memorandum, an operating agreement for your company, a subscription agreement, and securities notice filings with federal and/or state securities agencies.
If you're raising capital, you need a securities counsel. Most likely, you'll need a private placement memorandum and subscription agreements for each of the investors.
Consult a securities attorney. There are exclusions for filing. The rules are cumbersome. You must consider the following: the number of investors; the total amount to be raised; are any investors out of state; the net worth and sophistication of investors; the suitability of your project for the investor. There are other factors that will also bear on the type of filings required or if you can get an exclusion.
Yes, a securities counsel is recommended. In all likelihood, interests in a QOF is a security and the sponsor will need to comply with applicable state and federal security laws. Be careful.
Nothing other than formation documents and an operating agreement that states that it is in the Opportunity Zone.
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