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Offering Memorandum (Real Estate)

Offering Memorandum (Real Estate) Template for Philippines

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Key Requirements PROMPT example:

Offering Memorandum (Real Estate)

"I need a Real Estate Offering Memorandum for a luxury mixed-use development project in Makati City, Philippines, targeting both local and international accredited investors, with a minimum investment of USD 500,000, planned for launch in March 2025."

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Document background
The Real Estate Offering Memorandum is a crucial document in Philippine real estate transactions involving investment solicitation. This document type is specifically designed to comply with Philippine securities laws and real estate regulations, providing potential investors with detailed information about real estate investment opportunities. The Offering Memorandum (Real Estate) serves as both a marketing document and a legal compliance tool, typically used when seeking significant investment in real estate projects such as commercial developments, residential complexes, or mixed-use properties. It must include comprehensive information about the property, market analysis, financial projections, risk factors, and investment terms while adhering to the disclosure requirements of the Securities and Exchange Commission of the Philippines and other relevant regulatory bodies. The document is particularly important in the Philippine context, where real estate investment has become increasingly sophisticated and subject to strict regulatory oversight.
Suggested Sections

1. Important Notice and Disclaimer: Legal disclaimers, regulatory notices, and statements about information accuracy

2. Executive Summary: Overview of the investment opportunity, key highlights, and summary of essential terms

3. Investment Highlights: Key selling points and unique value propositions of the real estate investment

4. Property Description: Detailed information about the property, including location, specifications, and current condition

5. Market Analysis: Overview of the relevant real estate market, trends, and competitive analysis

6. Business Plan: Strategy for the property, including development/management plans and exit strategy

7. Financial Information: Historical financials, projections, and key financial metrics

8. Risk Factors: Comprehensive discussion of investment risks and mitigating factors

9. Management Team: Information about key personnel and their relevant experience

10. Investment Terms: Detailed terms of the investment offering, including pricing and minimum investment

11. Legal and Tax Considerations: Overview of relevant legal structure and tax implications

12. Subscription Process: Instructions and requirements for participating in the offering

Optional Sections

1. Development Plan: Detailed construction and development timeline (included for development projects)

2. Tenant Profile: Analysis of existing tenants and lease terms (for leased properties)

3. Environmental Assessment: Environmental impact and sustainability features (for properties requiring environmental clearance)

4. Zoning and Land Use: Detailed zoning information and permitted uses (for undeveloped land or redevelopment projects)

5. Historical Performance: Past performance metrics (for existing income-producing properties)

6. Property Management Plan: Detailed management strategy (for income-producing properties)

7. Competition Analysis: In-depth analysis of competing properties (for highly competitive markets)

8. Foreign Investment Considerations: Special considerations for foreign investors (if targeting international investors)

Suggested Schedules

1. Schedule A - Property Details: Detailed technical specifications, floor plans, and property photographs

2. Schedule B - Financial Projections: Detailed financial models and assumptions

3. Schedule C - Market Research Data: Supporting market research and analysis

4. Schedule D - Legal Documentation: Relevant permits, licenses, and regulatory approvals

5. Schedule E - Title Information: Property title details and land registration information

6. Schedule F - Management Agreements: Key contracts and management agreements

7. Appendix 1 - Subscription Agreement: Legal documentation for investment subscription

8. Appendix 2 - Due Diligence Reports: Technical, legal, and financial due diligence reports

9. Appendix 3 - Tax Opinion: Detailed tax implications and structure analysis

10. Appendix 4 - Property Valuation Report: Independent property valuation and assessment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accredited Investor
Affiliate
Agreement
Applicable Law
Appraisal
Business Day
Closing Date
Company
Completion Date
Condominium Certificate of Title
Confidential Information
Deed of Absolute Sale
Developer
Development Plan
Due Diligence Period
Effective Date
Environmental Compliance Certificate
Escrow Account
Escrow Agent
Financial Statements
Floor Area Ratio
Force Majeure
Governing Law
Gross Floor Area
HLURB
Investment Amount
Investment Period
Investor
Land Registration Authority
Leasable Area
License to Sell
Material Adverse Change
Minimum Investment
Net Operating Income
Occupancy Rate
Offering
Offering Period
Property
Property Manager
Real Estate Investment Value
Real Property Tax
Registration Statement
RESA
SEC
Securities
Security Interest
Subscription Agreement
Subscription Price
Tax Code
Title
Transfer Certificate of Title
Zoning Certificate
Clauses
Confidentiality
Disclaimer
Forward-Looking Statements
Investment Terms
Subscription Rights
Risk Factors
Property Rights
Title Warranties
Due Diligence
Environmental Compliance
Regulatory Compliance
Securities Laws Compliance
Investment Eligibility
Payment Terms
Distribution Rights
Exit Rights
Management Rights
Voting Rights
Transfer Restrictions
Anti-Money Laundering
Force Majeure
Governing Law
Dispute Resolution
Amendments
Termination Rights
Information Rights
Representations and Warranties
Indemnification
Tax Matters
Notices
Assignment
Severability
Entire Agreement
Property Management
Development Rights
Zoning Compliance
Relevant Industries

Real Estate Development

Commercial Property

Residential Property

Industrial Property

Retail Property

Hospitality

Mixed-Use Development

Infrastructure

Construction

Property Management

Investment Banking

Legal Services

Relevant Teams

Legal

Finance

Real Estate Development

Investment Banking

Compliance

Risk Management

Asset Management

Property Management

Business Development

Corporate Communications

Due Diligence

Investment Relations

Relevant Roles

Real Estate Developer

Investment Banker

Real Estate Attorney

Property Manager

Financial Analyst

Investment Manager

Real Estate Broker

Compliance Officer

Chief Financial Officer

Chief Executive Officer

Development Director

Asset Manager

Real Estate Fund Manager

Legal Counsel

Investment Relations Manager

Risk Manager

Industries
Securities Regulation Code (Republic Act No. 8799): Primary legislation governing securities offerings in the Philippines, including disclosure requirements and registration of securities
Real Estate Service Act of 2009 (Republic Act No. 9646): Governs real estate practice in the Philippines and sets standards for real estate transactions and professional practice
Condominium Act (Republic Act No. 4726): Regulates condominium ownership and development, relevant if the offering involves condominium properties
Consumer Act of the Philippines (Republic Act No. 7394): Provides for consumer protection and establishes standards for information disclosure in commercial transactions
Anti-Money Laundering Act (Republic Act No. 9160): Relevant for ensuring compliance with anti-money laundering requirements in real estate transactions
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Governs corporate operations and responsibilities, particularly relevant if the offering entity is a corporation
Presidential Decree No. 957: Regulates the sale of subdivision lots and condominiums, including requirements for development permits and licenses
Urban Development and Housing Act (Republic Act No. 7279): Provides guidelines for urban land use and development, affecting real estate projects in urban areas
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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