Corporation PPM templates
Private placement memorandum templates for C corporations selling common stock, promissory notes, convertible notes, or stock and notes together, under Rule 504, 506(b), 506(c) or Regulation S.
Choose your corporation PPM template
Each row is one type of security. Pick the exemption you’ll rely on to choose that template.
Corporation Common Stock PPM
Equity. Sell ownership in the corporation. No repayment schedule; investors share in growth.
Corporation Promissory Notes PPM
Debt. Borrow from investors at a fixed rate with a set maturity date. Ownership stays with you.
Corporation Convertible Notes PPM
Convertible. Raise as debt that can convert into stock later, such as at a future financing.
Corporation Common Stock and Notes PPM
Equity and debt. Offer shares and notes in one memorandum so each investor can choose either or both.
When a corporation PPM fits
Use a corporation template when the company selling the securities is a corporation, or will be by the time you close. Corporations suit companies that expect to raise venture capital later, grant stock options or eventually sell to a strategic buyer, because investors understand stock and the governance rules are familiar.
The templates are written for C corporations. Shareholders receive Form 1099-DIV for any dividends rather than Schedule K-1, and the tax section explains qualified small business stock under Section 1202. For stock issued after July 4, 2025, eligible shareholders can exclude gain on a sliding scale after three, four and five years, the per-issuer cap is $15 million, and the company’s gross assets can be up to $75 million when the stock is issued.
If your company has elected S corporation status, have your attorney adjust the tax section and the investor eligibility rules. S corporations can have no more than 100 shareholders and one class of stock, and most entities and nonresident aliens can’t hold their shares.
Stock, notes or both?
Common stock
Investors buy ownership. There is no repayment schedule, so cash stays in the business, and investors share in growth through dividends or a later sale.
Promissory notes
The company borrows from investors at a fixed interest rate with a maturity date. Founders keep their ownership, but the company must make interest payments and repay principal on schedule.
Convertible notes
Investors lend now and can convert the balance into stock later on the terms you set, such as at a future equity financing or at maturity. Convertible notes postpone the valuation conversation.
Common stock and notes
One memorandum offers both, and each investor chooses shares, notes or a mix. The template keeps the risk factors, tax discussion and subscription terms straight for each security.
Capital raising made easy.
Pick a template and a kit. Every kit includes the PPM, subscription agreement, investor questionnaire and state legends, and we file your Form D and Blue Sky notices.