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Aug 4, 2026 7 min

Structuring a Real Estate Syndication Under Regulation D

from Syndication Attorney Field Notes with Tilden Moschetti Hosted by Tilden Moschetti

Structuring a real estate syndication under Regulation D requires careful attention to disclosure, even when dealing exclusively with accredited investors. In this episode, syndication attorney Tilden Moschetti addresses a frequent point of confusion for sponsors: the belief that an LLC operating agreement is sufficient for accredited investor raises. By examining the mechanics of Regulation D, Rule 506(b), and Rule 506(c), Tilden outlines why a passive real estate investment is legally a security, and why the Private Placement Memorandum (PPM) is a critical tool for documenting risk disclosure. Through a practical hypothetical involving an industrial property, listeners will learn how the PPM, Operating Agreement, and Subscription Agreement work together to manage expectations and provide operational flexibility. Also see: How To Syndicate Real Estate — https://www.moschettilaw.com/how-to-syndicate-real-estate/ Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work. Watch the video on YouTube: https://youtu.be/AlXbHAUqVhs

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Many sponsors assume that if they are only raising capital from accredited investors they already know, a simple LLC operating agreement is enough. In this field note, syndication attorney Tilden Moschetti explains why skipping the Private Placement Memorandum (PPM) can create unnecessary exposure.

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Structuring a Real Estate Syndication Under Regulation D

0:00 7:34

Chapters

  1. 0:19 Reg D Syndication Basics
  2. 1:35 Two Pillars of Structure
  3. 3:00 Why PPMs Matter
  4. 4:32 Sarah’s Deal Example
  5. 6:36 Three Essential Documents

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This episode is 7 minutes long.

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This episode was published on August 4, 2026.

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