Regulation D Rule 506(c) Offering — Offering Memorandum, Subscription, and Verification Document Preparation

Syndicate Legal Advisory Services prepares the complete legal documentation package required to conduct a generally solicited private placement of securities under Rule 506(c) of Regulation D. Working alongside the company’s management, its accountants, any placement agent or online investment platform engaged, and the accredited-investor verification provider where one is used, we draft, assemble, and organize every document the SEC, the state securities administrators, and investors require — the offering memorandum, the subscription agreement and securities terms, the accredited-investor verification framework, the solicitation materials, the Form D and state notice filings, and the compliance framework — so the offering is documented complete, internally consistent, and ready to market.

Scope of work includes:

Offering structure and solicitation analysis — written assessment of the offering’s structure: the security to be offered, the marketing channels and platforms to be used and the solicitation plan, the accredited-investor verification method or methods to be applied (document review, third-party written confirmation, a verification-service provider, or the minimum-investment method) and the circumstances under which each will be used, the integration analysis under Rule 152 for any concurrent or recent offerings (including the safe harbors for a concurrent Regulation Crowdfunding or Regulation A offering, and the rules governing a switch from a 506(b) offering), and the state notice-filing schedule, with a memo setting the structure and the preparation sequence.
Offering memorandum — drafting of the offering memorandum covering the summary of the offering, the business and strategy, the management team and their backgrounds and compensation, the capitalization and ownership before and after the offering, the use of proceeds, the offering terms and plan of distribution (including the general-solicitation channels and any platform), the securities and their rights and preferences, dilution, the financial statements and management’s discussion of financial condition, related-party transactions and material contracts, litigation, tax considerations where relevant, the risk factors, transfer restrictions and the restricted-securities resale position, the accredited-investor-only limitation and the verification process, and the legends and notices required under federal and state law; prepared with the understanding that it will be made available to the public through the solicitation and must therefore be consistent in every respect with the marketing materials.
Securities terms and governing documents — the instrument creating the offered security (certificate of designation or charter amendment for preferred stock, the note or convertible-note terms, the SAFE, the LLC unit or limited-partnership interest terms, or warrants), the investor-rights, voting, information-rights, registration-rights, pre-emptive-rights, drag-along, tag-along, and right-of-first-refusal provisions the offering contemplates, and the board and shareholder resolutions authorizing the offering and the securities.
Subscription agreement and investor documents — the subscription agreement with the investor representations and warranties (accredited-investor status by category, investment intent, restricted-securities and legend acknowledgments, risk acknowledgments, residency, and anti-money-laundering and sanctions representations) and the investor’s consent to the verification process, the accredited-investor questionnaire structured to support verification, the subscription procedures conforming to any platform’s process, the wire and escrow instructions, and the closing and confirmation notices.
Accredited-investor verification framework — the written verification policy identifying the reasonable-steps method applied to each category of investor, the document-request lists and review checklists for income-based and net-worth-based verification, the template written confirmation for verification by a licensed attorney, CPA, registered broker-dealer, or investment adviser, the engagement terms with a third-party verification service where used, the minimum-investment-method representations and the conditions for relying on it, the verification file structure and retention procedures, and the reverification schedule for investors in later closings.
Solicitation and marketing framework — the general-solicitation materials (offering summary, pitch deck, website and landing-page content, email and social-media templates, video scripts, and conference and webinar materials) prepared or reviewed for consistency with the offering memorandum and for the required legends and disclaimers, the platform listing content and the platform engagement agreement where an online investment platform is used, the placement-agent engagement agreement and the finder’s-fee analysis under federal and state broker-dealer law, the advertising-review procedure, the escrow agreement where the offering has a minimum, and the record of all solicitation materials used.
Form D and state notice filings — preparation of the Form D for filing on EDGAR within fifteen days of the first sale (indicating reliance on Rule 506(c)) and its annual and material-change amendments, the state notice filings and fees in each state where investors reside, the consents to service of process where required, and the tracking schedule for each state’s deadline.
Compliance procedures — the bad-actor disqualification questionnaires and certifications for the company’s covered persons, any placement agent, and any compensated solicitor under Rule 506(d), the verification-file audit procedure, the integration tracking, the legending of certificates or book-entry notations for restricted securities, the anti-money-laundering and sanctions screening procedures, and the record-keeping supporting the exemption, including the solicitation-materials archive.
Financial-statement coordination — coordination with the company’s accountants on the financial statements to be included in the memorandum (unaudited statements are permissible under the rule; the memo addresses whether reviewed or audited statements are advisable given the public marketing and the investor base), and the presentation of the financial statements and the financial-condition discussion.
Closing and post-offering documentation — the closing checklist with the verification-complete confirmation for each investor, the issuance of securities and updating of the capitalization table and stock ledger, the Form D amendments, the investor-rights agreement execution, and the post-offering compliance toolkit: a calendar and template set for the information rights and reporting undertaken to investors, the Rule 144 holding-period tracking and legend-removal procedures, the Section 12(g) record-holder monitoring, the retention of verification and solicitation files, and investor communications.

Deliverable: a fully assembled, indexed offering binder (electronic and hard copy) containing the offering memorandum, the executed securities instrument and investor-rights documents, the subscription package, the verification policy and templates, the solicitation materials and legend set, the EDGAR-ready Form D, the state notice filings, and the compliance procedures, with a closing checklist and a reviewer-ready version of each document for execution by the company’s officers.

CM - PPM - REG D OFFERING (Rule 506(c))

295,00 US$

Cantidad

All services are provided by:
An Attorney, who is duly appointed by the State Bar in the State where the Attorney practices law.

A Lawyer, who is someone who has completed Law School (or its equivalent, such as the California Law Office Study Program) and who is not a member of any State Bar and is not suspended or barred from practicing law. A Lawyer must have no less than five-years industry experience either practicing law as an attorney or working in a Law Firm.

A Retired Judge.

A Law Clerk (same definition as “Lawyer” but may have less than five years industry experience).

A Paralegal, who holds a valid Paralegal Certificate from an Accredited Paralegal University, College or Trade School, and someone who has no less than five years’ experience working in a law office.
Service providers are designated by Syndicate Legal Advisory Services' management, and Client will receive the needed services which will be rendered pursuant to this Agreement. Syndicate Legal Advisory Services has sole judgment relating to all services provided to the Client. The purchased legal services will continue until all legal documents have been prepared and delivered to the Client (by email) or the purchased legal services are terminated by Syndicate Legal Advisory Services or the Client (the Client may also be referred to as the "Primary Party").
All titles are part of and are subject to all the General Provisions of this Agreement.
It is important for you to understand the following Terms and General Provisions as they apply to this Agreement.
Client: Shall mean: ______________________ (the Primary Party), The Primary Party’s Spouse, and either of their children under the age of 18 years old.
Effective Date: The Effective Date is the date on which the Primary Party has completed executing this Agreement and paid the fee associated with the proposed legal document preparation services.
Entire Agreement: This Agreement represents the entire agreement between the Client and Syndicate Legal Advisory Services.
Exclusions: No services detailed in this Agreement or at www.SyndicateLegalAdvisory.com are available for any acts or omissions performed in the commission of any crime unless such services are specifically set out and agreed to by all partiers before the services are performed. This includes (but is not limited to) the breaking of any municipal, state or federal law.
Primary Party: shall be ______________________________.
Services Contract: All services provided by Syndicate Legal Advisory Services shall be subject to the terms of this Agreement. The terms must be agreed upon prior to the time that services are rendered. This Agreement details the scope of services to be provided by Syndicate Legal Advisory Services.
Territory: This Agreement provides services within the United States, Canada, and other international locations where Syndicate Legal Advisory Services staff and/or network of Attorney’s, Lawyers, Law Clerks, Retired Judges & Paralegals are located.
Fees and Costs Not Included. The fee charged by Syndicate Legal Advisory Services (the “Fee”) covers document preparation and the related services described in the applicable Service Description only. The Fee does not include, and Syndicate Legal Advisory Services shall not be responsible for, any of the following costs, fees, or charges, all of which are separate from the Fee and shall remain the sole responsibility of the Client:
Electronic filing (e-filing) fees and any related service provider or convenience fees;

Court filing fees, motion fees, hearing fees, and any other fees charged by a court, including any fees associated with a fee waiver application that is denied or later reversed;

Registration fees, including fees charged by any governmental agency, registry, or administrative body;

Recording fees charged by any county recorder or similar office;

Service of process fees, including fees charged by registered process servers, sheriffs, or marshals, and fees for publication or substituted service;

Postage, certified or registered mail, overnight delivery, and courier charges;

Fees for certified, conformed, or exemplified copies of documents;

Notary, apostille, or authentication fees;

Fees for background checks, fingerprinting, investigations, home studies, or reports, and any fees charged by a government agency or licensed adoption agency;

Translation, interpreter, or transcription fees;

Photocopying, printing, and scanning charges incurred outside of Syndicate Legal Advisory Services’ standard document preparation; and

Any other third-party costs, fees, taxes, penalties, or charges of any kind, whether or not listed above, that arise in connection with the services.
Client Responsibility. The Client shall pay all such costs directly to the appropriate third party when due, or shall promptly reimburse Syndicate Legal Advisory Services if it advances any such cost at the Client’s request. Syndicate Legal Advisory Services is under no obligation to advance any third-party cost. Amounts of third-party fees may change without notice, and Syndicate Legal Advisory Services makes no representation regarding the amount of any such fee. Failure to timely pay any such cost may result in rejection of filings, delay, or dismissal, and Syndicate Legal Advisory Services shall not be liable for any resulting consequences.
Syndicate Legal Advisory Services will send you copies of all completed work, documents, correspondence, and other information. These copies will be the Client's file copies. Syndicate Legal Advisory Services will also keep the information in a file at the Corporate Office of Syndicate Legal Advisory Services. Syndicate Legal Advisory Services will be “our file”. Please have “your file” available during any in-person meeting / video conferences / teleconferences so that all parties have the necessary information available to them. Once Syndicate Legal Advisory Services has completed the services, Syndicate Legal Advisory Services will close the file and return any original documents to the Primary Party. Syndicate Legal Advisory Services will then store the file for approximately six (6) years. Syndicate Legal Advisory Services will destroy the file after that period of time unless the Primary Party instructs Syndicate Legal Advisory Services in writing to keep the file longer.
The Client may terminate any of the Services at any time with or without cause by notifying Syndicate Legal Advisory Services in writing, by an email to STEVE@STEVEMUELLERLEGAL.COM, of the Client's desire to do so. Upon receipt of the notice to terminate select services, Syndicate Legal Advisory Services will stop all services work on the Client’s behalf immediately. Syndicate Legal Advisory Services will deduct all hours for services rendered to the Client before the date of written notice of termination was received by Syndicate Legal Advisory Services.
If the Primary Party terminates any services prior to the completion of the services, Syndicate Legal Advisory Services will be entitled to collect a reasonable fee for the work Syndicate Legal Advisory Services has performed, based upon the amount of time required, the complexity of the matter, the time frame within which the work must be performed, experience, ability, the responsibility involved and the percentage of completion of the services.
Arbitration: Under the Arbitration Provision contained in the Syndicate Legal Advisory Services' (the "Company") Bylaws, either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a claim be final and binding arbitration. The Company has not determined whether it will exercise its right to demand arbitration but reserves the right to make that determination on a case-by-case basis as claims arise. In this regard, the Arbitration Provision is similar to a binding arbitration provision as the Company is likely to invoke the Arbitration Provision to the fullest extent permissible. The Arbitration Provision applies to any all claims that are related to the Company, including with respect to the services offered on this website.
Any arbitration brought pursuant to the Arbitration Provision must be conducted in the State of California, in the County of Los Angeles. The term "Claim" as used in the Arbitration Provision is very broad and includes any past, present, or future claim, dispute, or controversy involving a client or consumer, on the one hand, and the Company (or persons claiming through or connected with the Company), on the other hand, relating to or arising out of any legal services provided by the Company, and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including (except an individual Claim that a client may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court) the validity or enforceability of the Arbitration Provision, any part thereof. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. The scope of the Arbitration Provision is to be given the broadest possible interpretation that will permit it to be enforceable. The Company believes that the Arbitration Provision is enforceable under Federal Law, the Laws of the State of California, or under any other applicable laws or regulations. However, the issue of enforceability is not free from doubt and to the extent that one or more of the provisions in the Company’s Bylaws with respect to the Arbitration Provision or otherwise requiring a Client to waive certain rights were to be found by a court to be unenforceable, the Company would abide by such decision.

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CM - PPM - REG D OFFERING (Rule 506(c))

1. How the Services are Rendered

2. Definitions and General Provisions

3. Documentation

4. Termination of Services

5. Mandatory Arbitration