LLC PPM templates
Private placement memorandum templates for manager-managed LLCs selling common units, promissory notes, convertible notes, or units and notes together, under Rule 504, 506(b), 506(c) or Regulation S.
Choose your LLC PPM template
Each row is one type of security. Pick the exemption you’ll rely on to choose that template.
LLC Common Units PPM
Equity. Sell membership units. Profits and losses pass through to members on Schedule K-1.
LLC Promissory Notes PPM
Debt. Borrow from investors at a fixed rate with a set maturity date. Members keep their units.
LLC Convertible Notes PPM
Convertible. Raise as debt that can convert into units later, such as at a future financing.
LLC Common Units and Notes PPM
Equity and debt. Offer units and notes in one memorandum so each investor can choose either or both.
Why LLCs are popular for private raises
A limited liability company gives you flexible economics and pass-through taxation. A multi-member LLC is taxed as a partnership by default, so profits and losses flow to the members, who receive a Schedule K-1 each year. The operating agreement sets voting, distributions and transfer rules, and the templates summarize it for investors.
The LLC templates assume a manager-managed company: a manager runs the business and members invest passively. That structure keeps decisions with you and makes clear to investors that they’re buying a passive interest.
- Members may owe tax on their share of income even in a year with no distributions.
- Tax-exempt investors can have unrelated business taxable income from an operating business or debt-financed property.
- LLC units aren’t stock, so the Section 1202 QSBS exclusion doesn’t apply.
Units, notes or both?
Common units
Investors buy membership interests and share in distributions under the operating agreement.
Promissory notes
The LLC borrows from investors at a fixed rate with a maturity date, and members keep their units.
Convertible notes
Investors lend now and can convert into units later on the terms you set.
Common units and notes
One memorandum offers both, so each investor can choose units, notes or a mix.
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.