Real estate PPM templates
Rule 506 and Regulation S templates for real estate sponsors: multi-property funds organized as an LLC or a REIT-electing corporation, and single-property syndications.
Choose your real estate PPM template
Each row is one type of security. Pick the exemption you’ll rely on to choose that template.
Real Estate Fund LLC PPM
Fund. Pool capital in an LLC that buys several properties. Preferred return, promote and fee table built in.
Real Estate Fund Corporation PPM
Fund. A corporate fund that intends to elect REIT status, externally managed by your management company.
Real Estate Syndicate LLC PPM
Syndication. Raise for one identified property. Escrow until the minimum is met and the acquisition closes.
Built for sponsors
Real estate offerings need disclosure that a general business PPM doesn’t have: how the sponsor gets paid, how cash is split, what leverage the deal will use and what happens if the property underperforms. The real estate templates build those sections in and leave each number for you to fill in, such as an acquisition fee of [__]% of the purchase price, a preferred return of [__]% per year, and a split of [__]% to investors and [__]% to the Class B Units after that.
What the real estate templates cover
- Investment strategy for funds, or the property, market and business plan for a syndication
- Risks of leverage, interest rates, vacancies, property condition, environmental issues and illiquidity
- Conflicts from affiliated property managers, fees not negotiated at arm’s length and the sponsor’s other deals
- A fee table and a distribution waterfall with a cumulative, non-compounded preferred return
- Tax treatment, including depreciation, the 2025 restoration of 100% bonus depreciation, and REIT rules for the corporate fund
- ERISA plan asset rules and the Investment Company Act exemption the fund relies on
Units in an LLC aren’t real property, so investors can’t exchange into or out of them under Section 1031. The syndicate template notes this and lets you say whether the company may structure its own property sale as a like-kind exchange.
Rule 506 and Regulation S
The real estate templates come in Rule 506(b), 506(c) and Regulation S versions. Rule 506 offerings have no dollar cap and are exempt from state registration, so you file notices instead of registering in each state where your investors live. The Regulation S versions are for raising only from investors outside the United States, and their tax section covers FIRPTA and the REIT rules for non-U.S. investors.
Fund or syndication?
A fund raises first and buys later under a stated strategy. A syndication raises for one property you’ve already identified.
| Real Estate Fund LLC | Real Estate Fund Corporation | Real Estate Syndicate LLC | |
|---|---|---|---|
| Investors buy | Class A Units | Common stock | Class A Units |
| Investments | Several properties chosen by the manager | Several properties chosen by the board and manager | One identified property |
| Tax treatment | Partnership; Schedule K-1s | Intends to elect REIT status; Form 1099-DIV | Partnership; Schedule K-1s |
| Sponsor economics | Asset management, acquisition, financing and disposition fees; Class B promote after a preferred return | Management agreement with an external manager | Acquisition, asset management, property management, financing, guaranty and disposition fees; Class B promote after a preferred return |
| Investment Company Act | Relies on Section 3(c)(5)(C), 3(c)(1) or 3(c)(7); you choose | Relies on Section 3(c)(5)(C) or 3(c)(7); you choose | Operates so it doesn’t have to register |
| Closings | Rolling closings, with optional price adjustment or equalization for later investors | Rolling closings | Funds held until the minimum is raised and the acquisition closes |
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.