If you are raising money from passive investors, you must register, i.e., get pre-approval of your offering from the appropriate securities agencies (federal, state, or both) or qualify for an exemption from registration.

Each exemption has a specific set of rules you must follow that dictate things such as investor financial qualifications and whether you can advertise to the public, as well as whether a risk-disclosure document (i.e., a Private Placement Memorandum) is required.

A qualified securities attorney can help you select an appropriate exemption based on who you think will invest with you and where they live, and that attorney will file the appropriate securities notices on the fund’s behalf.

The Manager will have to demonstrate how they complied with securities laws if they are ever audited by a securities agency or challenged by an investor’s counsel, which means they must have a record-keeping system to demonstrate how the Manager complied with the rules for the exemption.

Certain business models that require a Fund Manager to make decisions about what the fund invests in may require that a registered investment advisor make such decisions, although that is not typically required for a specified offering where the funds are being raised for a specific real estate project and the investors are making their own decisions about whether or not to invest.

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