Private Placement Memorandum (PPM):
The Legal Foundation of Your Capital Raise

Expert Legal Guidance to Structure, Launch,
and Protect Your Capital Raise.

Private Placement Memorandums for Syndications and Funds

A Private Placement Memorandum (PPM) is one of the most important documents in a 506(b) or 506(c) Regulation D offering. It serves as a legal disclosure document that outlines the investment terms, potential risks, investor rights, and regulatory disclaimers—ensuring that sponsors and investors are protected.

Whether you’re launching a real estate syndication, private equity fund, or business capital raise, a well-structured PPM helps build investor trust, reduce liability, and ensure SEC compliance. At Moschetti Syndication Law, we draft custom, investor-friendly, and legally compliant PPMs that set the foundation for a successful capital raise.

Understanding
Private Placement Memorandums

What Is a Private Placement Memorandum (PPM)?

A PPM is more than just paperwork—it’s a legally required risk disclosure tool that provides investors with all the necessary information to make an informed investment decision. It is an essential compliance document for any Regulation D offering, ensuring that sponsors disclose all material risks, financial projections, and investment terms.

Why Do You Need a PPM?

  • Protects the Sponsor – Shields you from investor disputes and regulatory violations.
  • Ensures SEC Compliance – Satisfies legal disclosure requirements under 506(b) & 506(c).
  • Builds Investor Confidence – Provides transparency and clarity for prospective investors.

Without a properly
drafted PPM, sponsors risk
legal penalties, investor lawsuits, and potential deal failure.

A strong PPM sets the stage for a
smooth and successful investment offering.

What’s Included in a Private Placement Memorandum?

A PPM is not a one-size-fits-all document—it must be customized based on your investment structure, investor base, and regulatory requirements.

Key Sections of a PPM:

  • Investment Summary – Overview of the opportunity and key financial terms.

  • Risk Factors – Full disclosure of potential risks associated with the investment.

  • Use of Proceeds – Breakdown of how investor capital will be allocated.

  • Management Team – Background and experience of the sponsor.

  • Investor Rights & Restrictions – Defines what investors can and cannot do.

  • Regulatory Disclosures – SEC and state-level compliance requirements.

An investor-friendly PPM ensures
clear communication and legal protection.

What’s Included in a Private Placement Memorandum?

A PPM is not a one-size-fits-all document—it must be customized based on your investment structure, investor base, and regulatory requirements.

Key Sections of a PPM:

  • Investment Summary – Overview of the opportunity and key financial terms.

  • Risk Factors – Full disclosure of potential risks associated with the investment.

  • Use of Proceeds – Breakdown of how investor capital will be allocated.

  • Management Team – Background and experience of the sponsor.

  • Investor Rights & Restrictions – Defines what investors can and cannot do.

  • Regulatory Disclosures – SEC and state-level compliance requirements.

An investor-friendly PPM ensures
clear communication and legal protection.

Do You Need
a PPM for
Your Offering?

While a PPM is not always legally required, it is strongly recommended for any offering involving passive investors.

When a PPM Is Required:

  • For 506(b) & 506(c) offerings: A PPM is essential for ensuring full SEC compliance, meeting anti-fraud disclosure requirements, and protecting both sponsors and investors by clearly outlining risks, terms, and obligations.
  • For real estate syndications & private equity funds: A well-drafted PPM helps investors fully understand the risks and returns, reducing the potential for legal disputes and ensuring transparency in the investment structure.

When You Might Think You Don’t Need a PPM
(But Should Reconsider):

  • Relying on “friends and family” as an exemption: There is no actual SEC “friends and family” exemption—if you’re raising money passively, even from people you know well, you are likely selling securities and must comply with Regulation D rules.
  • If raising capital only from personal relationships under 506(b): While the SEC allows pre-existing relationships under 506(b), investor sophistication and proper disclosures still matter—not having a PPM increases the risk of investor disputes.
  • If structuring a small, closely-held investment where all parties actively participate: If every investor is actively involved in decision-making and has a management role, you may not need a PPM—but this is rarely the case in syndications.
  • Bottom Line: If you’re raising capital from passive investors—whether they’re close friends, family, or accredited investors—you’re dealing with securities, and a properly structured PPM is your best legal protection.

Not sure if you need a PPM? Let’s discuss your offering.

Why Work with Moschetti Syndication Law?

A poorly written PPM can lead to investor hesitations, legal risks, and SEC scrutiny. At Moschetti Syndication Law, we draft clear, legally sound, and investor-ready PPMs that protect both sponsors and investors.

What Sets Us Apart?

  • Flat-Fee Pricing – No hourly fees or unexpected costs.

  • Custom-Tailored PPMs – We don’t use generic templates —  each document is tailored to your deal.
  • SEC & Blue Sky Compliance – We handle federal and state regulatory filings.
  • Full Syndication & Fund Structuring Support – Beyond PPMs, we also provide Operating Agreements, Subscription Agreements, and Investor Disclosures.

A strong legal foundation helps you raise capital with confidence.

Explore expert insights on PPMs,
legal structuring, and investor compliance.

FAQs About
Private Placement Memorandums

A PPM provides legal disclosures, protecting both the sponsor and investors from potential disputes and SEC violations.

With our streamlined process, most PPMs are completed in 7-10 business days.

Generic templates often fail to meet SEC disclosure requirements and investor expectations—customization is essential.

Our flat-fee pricing ensures transparent, all-inclusive costs with no hourly billing surprises.