The Real Estate Syndication Operating Agreement serves as the foundational document for pooling capital from multiple investors to acquire and manage real estate assets in the United States. This document is essential when structuring investment vehicles that allow sponsors to raise capital from passive investors while maintaining management control. It addresses crucial aspects such as capital calls, distribution waterfalls, voting rights, and transfer restrictions, while ensuring compliance with both federal and state securities laws. The agreement is particularly important for private placement offerings under Regulation D and must be carefully drafted to address tax implications, liability protections, and investor rights.
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1. Parties: Identification of the Manager/Sponsor and all Members/Investors
2. Background: Purpose of the syndication and basic structure of the investment
3. Definitions: Key terms used throughout the agreement
4. Company Formation: Details of the entity structure and organization
5. Capital Contributions: Terms of initial and additional capital contributions
6. Distributions: Waterfall and profit-sharing structure
7. Management Rights: Powers and limitations of the manager/sponsor
8. Transfer Restrictions: Limitations on transfer of membership interests
9. Voting Rights: Member voting rights and procedures
10. Books and Records: Requirements for maintaining company records and providing information to members
11. Tax Matters: Tax elections, allocations, and related provisions
12. Dissolution and Termination: Process for winding up the company and distributing assets
1. ERISA Provisions: Special provisions required when accepting investments from retirement accounts
2. Foreign Investor Provisions: Special provisions and requirements for non-US investors
3. 1031 Exchange Provisions: Special provisions for accommodating 1031 exchange investors
4. REIT Compliance Provisions: Special provisions if structuring as a REIT or maintaining REIT compliance
5. Side Letter Provisions: Framework for handling special arrangements with specific investors
1. Schedule A - Members and Capital Contributions: List of all members and their respective capital contributions
2. Schedule B - Property Description: Legal description and details of the real estate asset(s)
3. Schedule C - Investment Summary: Business plan and financial projections
4. Exhibit A - Subscription Agreement: Form of subscription agreement for new members
5. Exhibit B - Management Agreement: Agreement between company and property manager
6. Exhibit C - Bad Actor Questionnaire: Required questionnaire for Rule 506 compliance
Relevant legal definitions
Accredited Investor
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Asset Management Fee
Available Cash Flow
Capital Account
Capital Call
Capital Commitment
Capital Contribution
Class A Members
Class B Members
Code
Company
Distributable Cash
Distribution
Effective Date
ERISA
Fiscal Year
GAAP
Initial Capital Contribution
Internal Rate of Return (IRR)
Investment Committee
Investment Period
LLC
Manager
Member
Membership Interest
Net Operating Income
Operating Expenses
Percentage Interest
Person
Preferred Return
Project
Property
Property Management Agreement
Property Manager
Qualified Transfer
Redemption Price
REIT
Securities Act
Sponsor
Subscription Agreement
Transfer
Treasury Regulations
Unit
Unreturned Capital Contribution
Waterfall Distribution
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Asset Management Fee
Available Cash Flow
Capital Account
Capital Call
Capital Commitment
Capital Contribution
Class A Members
Class B Members
Code
Company
Distributable Cash
Distribution
Effective Date
ERISA
Fiscal Year
GAAP
Initial Capital Contribution
Internal Rate of Return (IRR)
Investment Committee
Investment Period
LLC
Manager
Member
Membership Interest
Net Operating Income
Operating Expenses
Percentage Interest
Person
Preferred Return
Project
Property
Property Management Agreement
Property Manager
Qualified Transfer
Redemption Price
REIT
Securities Act
Sponsor
Subscription Agreement
Transfer
Treasury Regulations
Unit
Unreturned Capital Contribution
Waterfall Distribution
Clauses
Formation and Purpose
Capital Contributions
Membership Interests
Distributions
Management Rights
Voting Rights
Transfer Restrictions
Capital Accounts
Tax Allocations
Buy-Sell Provisions
Fees and Expenses
Books and Records
Reporting Requirements
Confidentiality
Representations and Warranties
Indemnification
Withdrawal Rights
Removal Rights
Dissolution and Liquidation
Amendment Procedures
Dispute Resolution
Non-Competition
ERISA Compliance
Securities Law Compliance
Side Letter Rights
Tag-Along Rights
Drag-Along Rights
Force Majeure
Property Management
Asset Management
Governing Law
Notices
Term and Termination
Default Provisions
Exit Rights
Capital Contributions
Membership Interests
Distributions
Management Rights
Voting Rights
Transfer Restrictions
Capital Accounts
Tax Allocations
Buy-Sell Provisions
Fees and Expenses
Books and Records
Reporting Requirements
Confidentiality
Representations and Warranties
Indemnification
Withdrawal Rights
Removal Rights
Dissolution and Liquidation
Amendment Procedures
Dispute Resolution
Non-Competition
ERISA Compliance
Securities Law Compliance
Side Letter Rights
Tag-Along Rights
Drag-Along Rights
Force Majeure
Property Management
Asset Management
Governing Law
Notices
Term and Termination
Default Provisions
Exit Rights
Relevant Industries
Relevant Teams
Relevant Roles
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