Syndicate Legal Advisory Services prepares the complete legal documentation package required to conduct a private placement of securities under Rule 506(b) of Regulation D. Working alongside the company’s management, its accountants, and any placement agent engaged, we draft, assemble, and organize every document the SEC, the state securities administrators, and investors require — the private placement memorandum, the subscription agreement and securities terms, the Form D and state notice filings, and the compliance framework — so the offering is documented complete, internally consistent, and ready to launch.
Scope of work includes:
Offering structure analysis — written assessment of the offering’s structure: the security to be offered, the target investor base and whether non-accredited investors will be admitted (and therefore whether the Rule 502(b) disclosure and financial-statement requirements apply, and at which tier), the sophistication and purchaser-representative arrangements for any non-accredited investors, the integration analysis under Rule 152 for any concurrent or recent offerings (including the safe harbors for concurrent Rule 506(c), Regulation A, or Regulation Crowdfunding offerings), the pre-existing-relationship and no-solicitation posture, and the state notice-filing schedule, with a memo setting the structure and the preparation sequence.
Private placement memorandum — drafting of the private placement 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, 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, investor suitability standards, and the legends and notices required under federal and state law; where non-accredited investors participate, the memorandum is prepared to satisfy the Rule 502(b) information requirements at the applicable tier, including the required financial statements and the question-and-answer access undertaking.
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 (as a stand-alone investors’ rights agreement or built into the governing documents), 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, or sophistication and purchaser-representative representations for non-accredited investors, investment intent, restricted-securities and legend acknowledgments, risk acknowledgments, residency, and anti-money-laundering and sanctions representations), the accredited-investor questionnaire, the purchaser-representative acknowledgment form where used, the subscription procedures and acceptance mechanics, the wire and escrow instructions, and the closing and confirmation notices.
Form D and state notice filings — preparation of the Form D for filing on EDGAR within fifteen days of the first sale and its annual and material-change amendments, the state notice filings and fees in each state where investors reside (including electronic filing through the NASAA Electronic Filing Depository where accepted), the consents to service of process where required, and the tracking schedule for each state’s deadline.
Plan of distribution and no-solicitation framework — the no-general-solicitation procedures and the documentation of pre-existing substantive relationships with prospective investors, the investor-outreach protocol and the log of offerees, the placement-agent engagement agreement and the finder’s-fee analysis under federal and state broker-dealer law, the escrow agreement where the offering has a minimum, and the guidance on permitted communications and demo-day or conference participation under the SEC’s rules.
Compliance procedures — the bad-actor disqualification questionnaires and certifications for the company’s covered persons and any placement agent under Rule 506(d), the non-accredited-investor count and sophistication documentation, 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.
Financial-statement coordination — coordination with the company’s accountants on the financial statements the offering requires (unaudited where only accredited investors participate; the Rule 502(b) tiers — including audited statements at the higher tiers, with the balance-sheet-only accommodation where audit cost is unreasonable — where non-accredited investors participate), and the presentation of the financial statements and the financial-condition discussion in the memorandum.
Closing and post-offering documentation — the closing checklist, the issuance of securities and updating of the capitalization table and stock ledger, the Form D amendments, the investor-rights agreement execution and the board or observer appointments it contemplates, 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, and investor communications.
Deliverable: a fully assembled, indexed offering binder (electronic and hard copy) containing the private placement memorandum, the executed securities instrument and investor-rights documents, the subscription package, the EDGAR-ready Form D, the state notice filings, the communications protocol and legend set, and the compliance procedures, with a closing checklist and a reviewer-ready version of each document for execution by the company’s officers.
Engagement structure: flat-fee document preparation, scoped by security type, whether non-accredited investors participate (and the resulting disclosure and financial-statement tier), the complexity of the investor-rights package, the number of states for notice filings, and whether a placement agent is engaged, with milestone billing tied to the structure memo, the memorandum and securities package, the subscription package, and the first closing.