Securities Services
Flat-fee PPM drafting for Reg D 506(b) and 506(c) offerings. Nationwide representation under federal preemption. Most offerings launch in weeks, not months.
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A PPM doesn't ship alone. We draft the full document set your offering needs to launch and stay compliant.
The full offering disclosure: deal structure, sponsor background, risk factors, use of proceeds, and securities terms. Drafted to satisfy Reg D anti-fraud requirements and stand up to investor scrutiny.
The governing document for your fund or syndication entity. Spells out distributions, voting rights, capital calls, removal provisions, and the economic relationship between sponsors and investors.
The contract investors sign to buy in, paired with the accredited or sophisticated investor verification framework that satisfies your chosen Reg D exemption.
Federal Form D filed with the SEC plus blue-sky notice filings in every state where you have investors. We track the filing windows; you provide the investor list as the raise progresses.
A PPM is a disclosure document, not a marketing brochure. The sections below cover what your investors and the SEC expect to see in a Reg D offering.
From first call to first investor, most Reg D offerings take three to four weeks. Here's what each phase looks like.
A free thirty-minute call to scope the offering: asset class, raise size, exemption, investor pool, timing. By the end, you know whether we're the right fit and what the flat-fee quote will be.
Engagement letter signed. We then schedule the Deal Structure Interview, a working call where we walk through the deal together: structure, waterfall, sponsor compensation, investor terms, and disclosures. Sponsors who haven't worked out every detail leave the call with homework, specific items to research or decide before drafting begins. This is why some clients call it the "homework call."
We draft the full package: PPM, operating agreement, subscription agreement, and investor questionnaire. First draft delivered for your review with a short call to walk through the major decisions.
Revision rounds based on your input, your CPA's input, and any sponsor-side review. We finalize the document set when you're ready to launch.
You start accepting subscriptions. We file Form D with the SEC within fifteen days of your first sale and file state notice filings as your investor list develops. Post-launch counsel is included for six months at no additional charge.
Most offerings ship in weeks. Complex structures take longer; we'll tell you up front if yours does.
Every PPM engagement is flat-fee.
Your quote depends on your maximum offering size, not on how many hours we end up putting in.
Tier One
Single-asset syndications, small funds, and friends-and-family raises with a maximum offering size of $2.5 million or less.
Tier Two
Larger syndications, mid-sized funds, and institutional-track offerings with a maximum offering size above $2.5 million.
Included
PPM, operating agreement, subscription agreement, investor questionnaire, Form D filing, state notice filings, and six months of post-launch counsel. We also review your investor-facing marketing materials for compliance with your chosen exemption.
What we invoice separately
State notice filing fees and any entity formation costs are pass-through expenses. We advance these costs and invoice them to you at our cost; we never mark them up.
Free consultation. Flat-fee quote delivered on the call.
Three reasons sponsors come to us for their PPMs:
the author of the essential book on syndication leads the firm, the team covers every U.S. time zone, and our flat-fee structure means no billing surprises.
#1 Best Seller, SECURITIES LAW & CROWDFUNDING
Now in its 5th edition, It's a Whole New Business! is the field guide for sponsors raising private capital. Used by syndicators, brokers, and other attorneys.
Reg D offerings are governed by federal law, which preempts state-level licensing for securities work. Our team practices across multiple time zones, so your offering gets attention from the first call of the East Coast morning through the last review of the Pacific evening.
Every PPM engagement is quoted as a flat fee tied to your maximum offering size. You know the cost before we start drafting and the number doesn't change as the work progresses.
A sample of anonymized matters from the firm's offering work. Specifics on sponsors, entities, and addresses are omitted; the editorial details that matter are kept.
The fund did not own real estate. It pooled accredited capital to take a preferred equity position in the capital stack of a ground-up multifamily development, which meant the disclosure had to explain a layered structure rather than a direct property purchase, and the offering relied on public verification under 506(c).
A single Indiana real estate offering structured to begin under Reg D 506(b) for the sponsor's existing investor network, then transition to 506(c) and general solicitation for the balance of the raise. The mechanics had to sit cleanly inside one PPM and one set of subscription documents.
Standard syndication mechanics, adapted for a sub-$1M operating-business raise. The risk disclosures, distribution waterfall, and investor qualification framework had to fit a single-store food franchise with no real property at the center of the deal.
Questions sponsors ask us most often before signing an engagement letter.
Templates exist for nearly every Reg D situation, and a few are even reasonably drafted. The problem is that a PPM is built around the specific facts of your deal: your sponsor background, your asset, your waterfall, your risk factors, your jurisdiction mix. A template that doesn't reflect those facts isn't a disclosure document, it's a liability. Reg D's anti-fraud provisions apply regardless of whether your offering is registered, and an inadequate PPM is the most common evidence in investor disputes. Paying for a proper PPM is meaningfully cheaper than defending the lack of one.
Most offerings ship in three to four weeks from engagement to launch. Complex structures (multi-asset funds, blind pools, cross-border investors, unusual waterfalls) can take longer. We'll tell you up front during the intake call if your deal falls into the longer category.
Both are exemptions under Regulation D and let you raise unlimited capital from accredited investors without registering the offering with the SEC. The difference is in how you find investors.
Rule 506(b): No general solicitation. You can only offer the securities to people you have a pre-existing substantive relationship with. You can include up to 35 sophisticated non-accredited investors, but the disclosure requirements get heavier when you do.
Rule 506(c): General solicitation is allowed. You can advertise the offering publicly, post it online, and pitch it to people you don't know. The trade-off is that every investor must be accredited and you must take reasonable steps to verify their accreditation status. Self-certification is not enough.
The choice depends on whether you have an existing investor network (lean 506(b)) or want to market the deal publicly (lean 506(c)).
That's what the Deal Structure Interview is for. We walk through the deal together: structure, waterfall, sponsor compensation, distribution mechanics, and disclosures. Sponsors who haven't worked out every detail leave the call with specific homework, items to research or decide before drafting begins. Most clients sharpen their deal during this call, not before it.
The full document package (PPM, operating agreement or LP agreement, subscription agreement, investor questionnaire), federal Form D filing, state notice filings as your investor list develops, and six months of post-launch counsel. We also review your investor-facing marketing materials for compliance with your chosen exemption. The flat fee is tied to your maximum offering size, not to how many hours we spend.
State notice filing fees are pass-through expenses paid to each state where you have investors. Entity formation costs (state filing fees, registered agent fees) are also pass-through if you need a new entity. We advance these costs and invoice them to you at our actual cost; we never mark them up. Anything outside the standard offering package (SEC registration, REIT structuring, securities litigation defense, ongoing fund counsel beyond the six-month window) is quoted separately.
Yes. The most common scenario: a 506(b) offering filed against an existing investor base that doesn't fully subscribe, where the sponsor needs to switch to 506(c) and use general solicitation to find the remaining capital. We draft PPMs that contemplate this transition from the start with appropriate disclosure language, integration safe-harbor analysis, sequencing of subscriber communications, and the accredited-investor verification mechanics that come online with 506(c). Sponsors who anticipate this possibility get more flexibility than a single-exemption PPM provides; sponsors who realize the need mid-raise can also retain us for the amendment work.
Our syndication FAQ covers 30+ questions on Reg D, Form D, accredited investors, PPMs, waterfalls, crowdfunding, and more.
Free consultation. No obligation. Flat-fee quote delivered after the call.
