Syndication

Supporting entrepreneurs and investors in legally pooling funds to drive growth, acquisitions, and opportunity.

Helping entrepreneurs and investors raise capital legally, confidently, and strategically.

At Polymath Legal PC, our syndication law practice exists to help clients raise capital legally and confidently. We help entrepreneurs, real estate investors, business owners, and founders, among others, legally pool money from investors to finance various acquisitions and operations. Whether you’re raising funds for a 100-unit apartment complex, launching a new startup, or producing a feature film, we build the legal foundation that turns your vision into a compliant investment opportunity.

Syndication

What Is Syndication?

Syndication is more than just pooling money. If you have passive investors, it’s likely that you’re making a securities offering, and that means navigating complex laws under the Securities Act of 1933, state blue sky laws, SEC exemptions, and more.

How We Help?

Our work begins with understanding your project, investment goals, investor profile, and timeline. From there, we help you figure out the exemption that is best suited to help you meet your goals—Reg D Rule 506(b), Reg D Rule 506(c), or more advanced options like Reg A+ or Reg CF and Reg S for foreign offerings.

Our Legal Process

Once the framework is selected, we draft custom Private Placement Memoranda (PPMs), subscription agreements, operating agreements, investor disclosures, and other documentation necessary for compliance. We also help you understand your ongoing obligations, such as annual notices, investor communication protocols, and Form D filings with the SEC.

Why does this matter?

Because getting this wrong can cost more than just legal fees—it can trigger regulatory audits, investor lawsuits, irreparable reputational damage, being labeled as a “bad actor,” and even referral for criminal prosecution. On the other hand, getting it right means scalable capital, repeat investors, and exponential growth.

Whether you’re doing your first deal or you’re a seasoned issuer scaling up, we guide you through the legal layers of your raise. Our experience spans funds for real estate, hospitality, tech, entertainment, and consumer products.

Let’s make your capital raise a reality.

Ready to structure your next securities offering?

Book a custom Strategy Session to get your offering started on solid legal ground.

Need Help With Your Businesses Ongoing Needs?

Explore our Business Counsel services for ongoing legal support in structuring, contracts, and compliance.

Want to compare your options?

Explore our available packages and see what’s included.

FREQUENTLY ASKED QUESTIONS

Below are general answers to common questions. No two situations are alike. Therefore, you must consult your own attorney that is evaluating your unique situation before taking any action on the information stated anywhere on this website.

If you're taking money from other people, promising them a return, and they're relying on you rather than their own effort to generate that return, you're likely offering a security under the Howey Test. If you’re selling a security, you must register the security or have an exemption. At Polymath Legal, we assist clients in selling securities by finding exemptions that apply to them and guiding them on ensuring they comply with the exemption they have chosen.

Yes. A syndication is raising capital from multiple investors for one specific, already-identified deal, like an apartment building or a business acquisition, rather than raising money first and finding deals later.

In a syndication, investors know exactly which asset their money is going into before they invest. In a fund, the operator often raises capital first, then they use that capital to make one or more acquisitions over time, which lets operators execute repeat deals under a single raise.

Of course we are biased, but yes, for many reasons. First, the law is very nuanced. Securities law is even more nuanced. If you are not trained in the law with years of experience dealing with exempt securities, you’ll probably miss something, and the cost of missing that thing could be higher than simply hiring a law firm like Polymath Legal to get it done the right way from the start. Second, creating all of the documentation and filing necessary to lawfully raise capital is the practice of law. As an operator, you may say, “This is my fund,” but that’s not quite accurate. You are in control of the fund and have some ownership of the fund but not full ownership. Drafting and creating complex legal documents for your fund, a third party, is the practice of law. In most states, it is a crime to practice law unless you are licensed to do so. Third, operators already take on a lot of risk and are pulled in multiple ways. Don’t add more to your plate by taking on legal compliance as well. Polymath Legal takes legal compliance off of your plate so that you can focus on your deal and your investors.

No. Depending on how your offering is structured, you may also need to comply with the Securities Exchange Act, the Investment Company Act, the Investment Adviser Act, a few other acts, and the securities laws of every state where you have investors.

Regulation D is the most commonly used exemption for private securities offerings. It lets you raise capital quickly, often in unlimited amounts, without the cost and delay of a full SEC registration and streamlined compliance requirements.

It depends on whether you want to advertise publicly. 506(b) allows a limited number of sophisticated, non-accredited investors but bars public advertising. 506(c) allows advertising, but every investor must be accredited and verified as such.

The SEC purposefully keeps this definition vague. Generally, it means a real relationship with an investor that existed before you opened the offering, substantial enough that you'd already know whether they're sophisticated or accredited, rather than a connection made through advertising the deal itself.

Yes. Depending on your deal, you might use Regulation A, Regulation CF, Regulation S, Section 4(a)(2), an intrastate offering exemption, or another structure suited to your situation. Polymath Legal can help you assess which exemptions best align with your goals.

Reg A and Reg CF let you accept non-accredited investors and advertise publicly. Depending on your goals, they might be a good option for you. However, they take significantly more time and potentially more money to put together than Reg D. Most syndicators only go that route when they specifically need a broader, non-accredited investor base for larger raises.

Most syndications need a Private Placement Memorandum (PPM), an Operating Agreement, and a Subscription Agreement, plus the required SEC filings and potentially a few other documents. Polymath Legal has prepared these full packages for clients for more than a decade and a half.

Not if they're passive investors expecting a return; that's still a security in the eyes of the law regardless of the personal relationship. Being friends or family alone isn't a securities exemption.

Most likely not. Securities law comes into play when you bring in outside investors. It's the structure of the investment, not how many deals you do, that determines whether securities law applies.

Most likely yes. Polymath Legal is only licensed to practice in California and Washington, but federal exemptions like Reg D apply nationwide, so the firm regularly helps clients with deals located throughout the US.

Start with a free 15-minute discovery call with Polymath Legal. The firm will walk through your deal, tell you which exemption and documents you actually need, and many services are available as flat-rate packages, so you know the cost upfront. If you have specific questions, you may consider a paid strategy session. For discovery calls, we simply explain our process, pricing, and the services we provide. For paid strategy sessions, you will meet with an attorney and receive actual legal advice.