PPM templates
Private placement memorandum templates for corporations, LLCs, limited partnerships and real estate offerings under Rules 504, 506(b) and 506(c) and Regulation S. Filter by structure and exemption, then choose the one that fits your deal.
Structure
Exemption
| Template | Structure | Securities | Exemption | Investors | Choose |
|---|---|---|---|---|---|
Corporation Common Stock PPM Sell ownership in the corporation. No repayment schedule; investors share in growth. | Corporation | Shares of common stock | Rule 504 | Accredited and non-accredited investors | |
Corporation Common Stock PPM Sell ownership in the corporation. No repayment schedule; investors share in growth. | Corporation | Shares of common stock | Rule 506(b) | Accredited investors, no general solicitation | |
Corporation Common Stock PPM Sell ownership in the corporation. No repayment schedule; investors share in growth. | Corporation | Shares of common stock | Rule 506(c) | Verified accredited investors, advertising allowed | |
Corporation Common Stock PPM Sell ownership in the corporation. No repayment schedule; investors share in growth. | Corporation | Shares of common stock | Regulation S | Non-U.S. investors only | |
Corporation Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date. Ownership stays with you. | Corporation | Promissory notes | Rule 504 | Accredited and non-accredited investors | |
Corporation Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date. Ownership stays with you. | Corporation | Promissory notes | Rule 506(b) | Accredited investors, no general solicitation | |
Corporation Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date. Ownership stays with you. | Corporation | Promissory notes | Rule 506(c) | Verified accredited investors, advertising allowed | |
Corporation Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date. Ownership stays with you. | Corporation | Promissory notes | Regulation S | Non-U.S. investors only | |
Corporation Convertible Notes PPM Raise as debt that can convert into stock later, such as at a future financing. | Corporation | Convertible promissory notes | Rule 504 | Accredited and non-accredited investors | |
Corporation Convertible Notes PPM Raise as debt that can convert into stock later, such as at a future financing. | Corporation | Convertible promissory notes | Rule 506(b) | Accredited investors, no general solicitation | |
Corporation Convertible Notes PPM Raise as debt that can convert into stock later, such as at a future financing. | Corporation | Convertible promissory notes | Rule 506(c) | Verified accredited investors, advertising allowed | |
Corporation Convertible Notes PPM Raise as debt that can convert into stock later, such as at a future financing. | Corporation | Convertible promissory notes | Regulation S | Non-U.S. investors only | |
Corporation Common Stock and Notes PPM Offer shares and notes in one memorandum so each investor can choose either or both. | Corporation | Common stock and promissory notes | Rule 504 | Accredited and non-accredited investors | |
Corporation Common Stock and Notes PPM Offer shares and notes in one memorandum so each investor can choose either or both. | Corporation | Common stock and promissory notes | Rule 506(b) | Accredited investors, no general solicitation | |
Corporation Common Stock and Notes PPM Offer shares and notes in one memorandum so each investor can choose either or both. | Corporation | Common stock and promissory notes | Rule 506(c) | Verified accredited investors, advertising allowed | |
Corporation Common Stock and Notes PPM Offer shares and notes in one memorandum so each investor can choose either or both. | Corporation | Common stock and promissory notes | Regulation S | Non-U.S. investors only | |
LLC Common Units PPM Sell membership units. Profits and losses pass through to members on Schedule K-1. | LLC | Units of LLC interest | Rule 504 | Accredited and non-accredited investors | |
LLC Common Units PPM Sell membership units. Profits and losses pass through to members on Schedule K-1. | LLC | Units of LLC interest | Rule 506(b) | Accredited investors, no general solicitation | |
LLC Common Units PPM Sell membership units. Profits and losses pass through to members on Schedule K-1. | LLC | Units of LLC interest | Rule 506(c) | Verified accredited investors, advertising allowed | |
LLC Common Units PPM Sell membership units. Profits and losses pass through to members on Schedule K-1. | LLC | Units of LLC interest | Regulation S | Non-U.S. investors only | |
LLC Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date. Members keep their units. | LLC | Promissory notes | Rule 504 | Accredited and non-accredited investors | |
LLC Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date. Members keep their units. | LLC | Promissory notes | Rule 506(b) | Accredited investors, no general solicitation | |
LLC Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date. Members keep their units. | LLC | Promissory notes | Rule 506(c) | Verified accredited investors, advertising allowed | |
LLC Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date. Members keep their units. | LLC | Promissory notes | Regulation S | Non-U.S. investors only | |
LLC Convertible Notes PPM Raise as debt that can convert into units later, such as at a future financing. | LLC | Convertible promissory notes | Rule 504 | Accredited and non-accredited investors | |
LLC Convertible Notes PPM Raise as debt that can convert into units later, such as at a future financing. | LLC | Convertible promissory notes | Rule 506(b) | Accredited investors, no general solicitation | |
LLC Convertible Notes PPM Raise as debt that can convert into units later, such as at a future financing. | LLC | Convertible promissory notes | Rule 506(c) | Verified accredited investors, advertising allowed | |
LLC Convertible Notes PPM Raise as debt that can convert into units later, such as at a future financing. | LLC | Convertible promissory notes | Regulation S | Non-U.S. investors only | |
LLC Common Units and Notes PPM Offer units and notes in one memorandum so each investor can choose either or both. | LLC | Units and promissory notes | Rule 504 | Accredited and non-accredited investors | |
LLC Common Units and Notes PPM Offer units and notes in one memorandum so each investor can choose either or both. | LLC | Units and promissory notes | Rule 506(b) | Accredited investors, no general solicitation | |
LLC Common Units and Notes PPM Offer units and notes in one memorandum so each investor can choose either or both. | LLC | Units and promissory notes | Rule 506(c) | Verified accredited investors, advertising allowed | |
LLC Common Units and Notes PPM Offer units and notes in one memorandum so each investor can choose either or both. | LLC | Units and promissory notes | Regulation S | Non-U.S. investors only | |
LP Partnership Units PPM Sell limited partnership units. The general partner manages; limited partners invest passively. | Limited partnership | Units of limited partnership interest | Rule 504 | Accredited and non-accredited investors | |
LP Partnership Units PPM Sell limited partnership units. The general partner manages; limited partners invest passively. | Limited partnership | Units of limited partnership interest | Rule 506(b) | Accredited investors, no general solicitation | |
LP Partnership Units PPM Sell limited partnership units. The general partner manages; limited partners invest passively. | Limited partnership | Units of limited partnership interest | Rule 506(c) | Verified accredited investors, advertising allowed | |
LP Partnership Units PPM Sell limited partnership units. The general partner manages; limited partners invest passively. | Limited partnership | Units of limited partnership interest | Regulation S | Non-U.S. investors only | |
LP Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date through the partnership. | Limited partnership | Promissory notes | Rule 504 | Accredited and non-accredited investors | |
LP Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date through the partnership. | Limited partnership | Promissory notes | Rule 506(b) | Accredited investors, no general solicitation | |
LP Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date through the partnership. | Limited partnership | Promissory notes | Rule 506(c) | Verified accredited investors, advertising allowed | |
LP Promissory Notes PPM Borrow from investors at a fixed rate with a set maturity date through the partnership. | Limited partnership | Promissory notes | Regulation S | Non-U.S. investors only | |
LP Partnership Units and Notes PPM Offer partnership units and notes in one memorandum so each investor can choose. | Limited partnership | Units and promissory notes | Rule 504 | Accredited and non-accredited investors | |
LP Partnership Units and Notes PPM Offer partnership units and notes in one memorandum so each investor can choose. | Limited partnership | Units and promissory notes | Rule 506(b) | Accredited investors, no general solicitation | |
LP Partnership Units and Notes PPM Offer partnership units and notes in one memorandum so each investor can choose. | Limited partnership | Units and promissory notes | Rule 506(c) | Verified accredited investors, advertising allowed | |
LP Partnership Units and Notes PPM Offer partnership units and notes in one memorandum so each investor can choose. | Limited partnership | Units and promissory notes | Regulation S | Non-U.S. investors only | |
Real Estate Fund LLC PPM Pool capital in an LLC that buys several properties. Preferred return, promote and fee table built in. | Real estate | Class A Units of a fund LLC | Rule 506(b) | Accredited investors, no general solicitation | |
Real Estate Fund LLC PPM Pool capital in an LLC that buys several properties. Preferred return, promote and fee table built in. | Real estate | Class A Units of a fund LLC | Rule 506(c) | Verified accredited investors, advertising allowed | |
Real Estate Fund LLC PPM Pool capital in an LLC that buys several properties. Preferred return, promote and fee table built in. | Real estate | Class A Units of a fund LLC | Regulation S | Non-U.S. investors only | |
Real Estate Fund Corporation PPM A corporate fund that intends to elect REIT status, externally managed by your management company. | Real estate | Common stock of a REIT-electing corporation | Rule 506(b) | Accredited investors, no general solicitation | |
Real Estate Fund Corporation PPM A corporate fund that intends to elect REIT status, externally managed by your management company. | Real estate | Common stock of a REIT-electing corporation | Rule 506(c) | Verified accredited investors, advertising allowed | |
Real Estate Fund Corporation PPM A corporate fund that intends to elect REIT status, externally managed by your management company. | Real estate | Common stock of a REIT-electing corporation | Regulation S | Non-U.S. investors only | |
Real Estate Syndicate LLC PPM Raise for one identified property. Escrow until the minimum is met and the acquisition closes. | Real estate | Class A Units of a single-property LLC | Rule 506(b) | Accredited investors, no general solicitation | |
Real Estate Syndicate LLC PPM Raise for one identified property. Escrow until the minimum is met and the acquisition closes. | Real estate | Class A Units of a single-property LLC | Rule 506(c) | Verified accredited investors, advertising allowed | |
Real Estate Syndicate LLC PPM Raise for one identified property. Escrow until the minimum is met and the acquisition closes. | Real estate | Class A Units of a single-property LLC | Regulation S | Non-U.S. investors only |
Choosing a template
Questions that pick your template
Answer these in order and you’ll land on the right template.
What is your entity?
Use the template for the entity that will issue the securities: a corporation, an LLC, a limited partnership, or a real estate fund or syndicate.
What are you selling?
Equity (stock or units) gives investors ownership. Promissory notes are loans with interest and a maturity date. Convertible notes start as debt and can become equity. Combined templates offer both.
Where are your investors?
If you’ll sell only to investors outside the United States, use a Regulation S template. U.S. persons can’t buy, and resales are restricted. For U.S. investors, the next two questions pick your Regulation D exemption.
Will you advertise?
If you’ll advertise publicly, use Rule 506(c) and verify every investor. If you’ll raise only through existing relationships, use Rule 506(b).
How much, and from whom?
Rule 504 allows non-accredited investors but caps the raise at $10 million in 12 months and needs state registration or an exemption in each state. Rule 506 has no cap.
Every kit
More than a memorandum
Whichever template you choose, the kit includes the documents and filings that go with it.
- The PPM template for your structure and exemption
- Subscription agreement matched to the same offering
- Accredited investor questionnaire
- Notices for all 50 states and the District of Columbia
- Form D filing
- Blue Sky state filings
Regulation S kits are for offerings sold only outside the United States, so Form D and Blue Sky filings don’t apply. Their PPMs include notices for non-U.S. investors in place of state legends, and the subscription agreement includes the investor questionnaire and Regulation S certification.
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.