Typical Document Flow in a Real Estate Syndication:
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-
Investment Summary (first look, informal)
→ Short overview to generate initial interest. -
Offering Memorandum (OM) (marketing/sales material)
→ More detailed description of the deal, property, market, financials, but still "selling" the opportunity. -
Private Placement Memorandum (PPM) (legal disclosure document)
→ Formal, attorney-reviewed disclosure of all risks, GP background, deal structure, legal disclaimers, often includes OM as an exhibit. Protects the GP legally. -
Partnership Agreement / Operating Agreement (governs the business)
→ The actual legal document that outlines how the GP and LPs will operate the entity (the LLC or LP).
→ Covers voting rights, profit splits, management rights, capital calls, liquidation procedures, etc. -
Subscription Agreement (investor commitment form)
→ The LP’s formal agreement to invest under the PPM terms.
→ It includes representations like: “I am an accredited investor,” “I agree to the risk,” and the amount of capital they’re subscribing.
→ LP signs this to officially reserve their units/shares.
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Or, we have the shorter description if you prefer...
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Investment Summary → "Interested?"
-
Offering Memorandum → "Excited?"
-
PPM → "Understand the risks?"
-
Operating Agreement → "Understand the rules?"
-
Subscription Agreement → "Ready to sign and fund?"
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