Can I just put 10 close friends and family in an LLC to buy real estate without following securities laws?

Can I just put 10 close friends and family in an LLC to buy real estate without following securities laws?

NO. Ten people is too many to put in one LLC and maintain a legally defensible joint venture, as there aren’t enough jobs to ensure that “everyone is actively involved in generating their own profits” (which is the requirement for a legal defensible joint venture). With that many people, you would be selling passive interests to investors (i.e., securities) in the form of “investment contracts,” which require compliance with securities laws. 

Securities violations are never a problem unless something goes wrong and someone complains, and then it becomes a HUGE problem as there is no limited liability or indemnification allowed for securities violations. There are many people in jail for just this sort of thing. 

The Regulation D, Rule 506(b) Offering is the friends-and-family exemption of which you must follow the rules, which require a Private Placement Memorandum if there are any non-accredited investors; as well as the LLC Operating Agreement, a Subscription Agreement and Securities Notice filings with the SEC and state securities agencies. 
If you, all investors, and the properties are all in one state, you may be able to follow a state securities exemption, but we would need to review that state’s laws to determine its securities compliance requirements. 

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About Syndication Attorneys

We are NOT your stereotypical law firm. We don’t believe in simply taking your money, handing you a stack of technical, often-incomprehensible legal documents and then bidding you good luck and good-bye. At Syndication Attorneys PLLC, we are committed to your success – not just with the project at hand, but your continuing success in business and investing. We are your long-term legal team.

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