Real Estate & Business Securities Law
Private Placement Memorandum Attorneys for Reg D Offerings
We draft the offering documents that let you raise capital from investors the right way - clear, compliant, and built to hold up under scrutiny.
Private placement memorandum
Operating agreement
Subscription documents
Form D & blue sky filings
506(b) / 506(c) guidance
We'll tell you exactly how we can help - no pressure, no games.
$5B+
in offerings guided to close
10+ yrs
in securities law
200+
five-star client reviews
Amazon #1
best-selling author & podcast host
ON THIS PAGE Who it's for What's included How it works Cost & timeline Why us FAQ
Who this is for
Is this the right page for you?
First-Time Syndicator
You're structuring your first raise and want the paperwork right the first time - not patched together from templates.
Sponsor With a Deal Under Contract
You have a deal locked up - property or business - and a closing date bearing down on your document timeline.
Fund Manager Raising Ahead of a Deal
You're building a blind-pool or discretionary fund and need documents built for that structure.
Already working with a securities attorney on an active offering? Loop in your existing counsel - we're happy to coordinate.
The basics
What is a private placement memorandum?
A private placement memorandum (PPM) is the disclosure document the SEC expects you to give investors when you raise capital through an exempt securities offering - most commonly a Regulation D, Rule 506(b) or 506(c) offering. It spells out your investment risks, how your company is structured, who's managing it, how fees work, and what could go wrong. Investors use it to decide whether to invest; regulators use it to check that you told the truth. A PPM isn't optional paperwork - it's what makes a private offering legal.
Which exemption fits you?
Which SEC exemption fits your raise?
Exemptions offered
Who it's for
Rule 506(b)
New capital raisers, family & friends, non-accredited investors
Rule 506(c)
Have a track record and want to advertise
Reg CF
Want to advertise to non-accredited investors
Reg A+
Want to advertise to everyone and plan to go big
Reg S
Want to raise capital from investors outside the U.S.
The package
What's included in your PPM offering package
Private Placement Memorandum
The disclosure document itself - risks, structure, fees, and terms.
Operating Agreement
How the entity holding the investment is governed and how profits get distributed.
Subscription Agreement
The contract each investor signs to commit their money.
Investor Questionnaire
Verifies accredited status and documents suitability.
Form D Filing
The notice filed with the SEC within 15 days of your first sale.
Blue Sky Filings
The state-level notices required everywhere you have investors.
The process
How we work with you
1
Consultation
We learn about your deal, your investors, and your timeline and select your exemption.
2
Questionnaire
A structured intake, so we're not drafting from guesswork.
3
Review Call
We walk your team through the drafted documents and answer questions.
4
Documents Delivered
Your final documents are delivered and you can start raising capital!
5
Filings & Launch
The Form D and Blue Sky notices are filed on request.
What happens during the consultation?
Your consultation covers your deal, your timeline, and what documents you actually need - not a sales pitch. You leave with a clear next step and, if it's a fit, a straightforward quote for your offering package.
Investment
How much does a PPM cost?
A complete offering package - PPM, operating agreement, subscription agreement, and the supporting documents - starts at $10,000 and typically runs up to $25,000 for more complex offerings. Where you land depends on a few things:
Selected exemption
Offering type
Raise size and structure complexity
Starting at
$10,000
Typically up to $25,000 depending on complexity
Typical turnaround
2-4 weeks
Packages
Which offering type fits your business model?
Package
Who it's for
What's included
Pricing starting at*
Syndicate or Business Offering
New capital raisers, family & friends, non-accredited investors
Full syndication offering documents plus initial marketing materials review
$15,000
Series LLC or Series LP
Sponsors doing multiple deals a year
Offering documents for Master Series LLC plus the first Series. Additional series are $8,500 each.
$15,000
Blind Pool Fund
Experienced capital raisers with multiple deals within a year
Fund offering documents plus business plan/investment summary
$25,000
Fund of Funds
Fund of funds, investing in others' deals
Fund offering documents plus the first deal information package
$12,500
Investment Club
Groups of friends or colleagues pooling money to invest together
Operating agreement, rules, marketing materials review
$12,500
Reg CF
Raisers who want to advertise and accept non-sophisticated investors
Reg CF offering package and initial marketing materials review
$15,000
Reg A+
Larger raises that want to advertise to anyone, including non-sophisticated investors
Reg A+ offering package and initial marketing materials review
$65,000
*Starting prices for standard engagements. Excludes Blue Sky filings and entity formation fees, which are billed separately. Your exact fee depends on the scope of your matter and is confirmed in a written quote. Reg CF and Reg A+ also involve third-party costs such as auditing, transfer agent, and platform fees.
Not sure which offering type fits your raise?
Don't see what you're looking for? Schedule a call. We can likely help.
Common situations
A few scenarios we structure often
Raising before your deal is under contract
You want offering documents ready so you can move the moment a deal is locked up.
Acquiring a value-add property or business
Raising capital to buy and reposition an underperforming asset or business.
Recapitalizing an asset you already own
Bringing in new investor capital on an asset that's already performing.
Phased development or growth draws
Capital called in stages as a project or business reaches each milestone.
Before you start
Can I use a PPM template?
!
Using a template PPM
A generic template won't reflect your actual deal terms or your state's requirements, and it may leave you without real disclosure protection.
!
A PPM that doesn't match your operating agreement
Contradictions between the two documents are one of the fastest ways to lose investor confidence.
!
Guessing at 506(b) vs. 506(c)
Picking the wrong exemption can limit how you're allowed to solicit investors, or put your whole offering at risk.
!
Accepting money before documents are ready
Taking investor funds ahead of a signed subscription agreement may put your offering at risk.
!
Skipping blue sky filings
Missing a Blue Sky notice can put your exemption at risk in that state, even if your federal filing is clean.
The reader's side of the table
What investors expect your documents to answer
What am I investing in?
What are the terms?
What are the risks?
How do I invest?
Can you legally accept my money?
Why Syndication Attorneys
Meet the attorney behind your documents
Kim Lisa Taylor is the founder and managing attorney of Syndication Attorneys, PLLC. She's admitted to practice in California (2002) and Florida (2012), and has spent more than two decades focused on real estate securities law - after an earlier career as a professional geologist and environmental consultant. Kim is the author of two Amazon #1 best-sellers, How to Legally Raise Private Money and How to Raise Capital for Real Estate Legally, and hosts the Raise Capital Legally podcast. She's also a real estate investor herself, including as a syndicator and fund sponsor on her own deals.
Reviewed by Kim Lisa Taylor · Last updated September 2026
Client experience
What clients are saying
Representative experience
A few offerings we've structured
The following examples illustrate selected types of securities, fund-formation, investment-adviser, and marketing-compliance matters handled by the firm. Each matter is fact-specific, and the description of prior work does not guarantee or predict a similar outcome in any future matter.
Real Estate · 506(c)
Accredited-Investor Offering
Advised a sponsor in connection with a Rule 506(c) private offering involving accredited-investor verification procedures, online offering communications, issuer-side investor onboarding, and subscription documentation.
Fund Formation
Fund-of-Funds Structure
Advised on a fund-of-funds structure designed to invest in underlying private real estate offerings, including Investment Company Act exemption analysis, investor eligibility, disclosure, allocation, and conflicts considerations.
Investment Adviser
Adviser Registration & Compliance
Advised an investment adviser on state registration, Form ADV preparation, compliance policies and procedures, advisory agreements, private-fund disclosure, and ongoing advertising-review processes.
Watch or read
PPM basics, explained
PPM vs. Operating Agreement: The Inconsistency That Kills Sophisticated LP Deals
You Tainted Your 506(b). Here's What Happens Next.
AI-Generated Syndication Documents: What Looks Fine That Isn't
Free resource
What Should Your PPM Cover?
A one-page checklist for sponsors, plus a copy of Kim's Amazon #1 best-seller, How to Legally Raise Private Money.
Questions
Frequently asked questions
What is a private placement memorandum?
See the full definition above - in short, it's the disclosure document the SEC expects you to give investors in an exempt offering.
Is a private placement memorandum required?
If you're raising capital under Reg D and accepting any non-accredited investors, a PPM is required. Even accredited-only offerings benefit from one - it's your best protection if an investor later claims they weren't told the risks.
How much does a PPM cost?
A full offering package starts at $15,000 and typically runs up to $30,000, depending on complexity, investor mix, and number of states. See the cost section above for what moves that number.
How do I create a PPM?
Start with a consultation and questionnaire so your attorney understands your deal, then move through drafting, review, and filings. See "How we work with you" above for the full sequence.
Who prepares a PPM?
A securities attorney experienced in Reg D offerings should prepare your PPM - not a generic business attorney or a template service.
Why do you need a PPM?
It discloses your risks to investors, documents that you did so, and is a core part of what makes your offering exempt from full SEC registration.
Do I need a PPM if all my investors are accredited?
It's not strictly required under Rule 506(b) with an all-accredited investor base, but most sponsors use one anyway - it's the clearest way to document that investors understood the risks.
How long does a PPM take to complete?
Most offering packages take about 2 to 4 weeks, depending on your deal and how quickly drafts are reviewed.
What's the difference between Rule 506(b) and 506(c)?
506(b) lets you accept up to 35 non-accredited investors but bars general solicitation. 506(c) allows public advertising, but every investor must be verified as accredited. Your fundraising approach usually decides which one fits.