Securities & Raising Capital
Advising clients on how to properly raise money from others for their business or investment activities.
Legal Consults for Securities & Raising Capital
Junior Attorneys: $450 an Hour
Senior Attorneys: $500 an Hour
Does not include: Filing fees or any other fee outside of our organization
DOES YOUR IRA NEED TO FILE A 990-T UBIT RETURN?
There are two common scenarios where IRA owners will need to file a 990-T UBIT tax return.
1. You obtained debt to purchase a property owned by your IRA
2. Your IRA is receiving income from a trade or business that does not pay corporate tax
First, if you obtained debt to purchase a property owned by your IRA, then the income from the property is subject to unrelated debt financed income tax (UDFI). UDFI is a type of income that causes UBIT tax and is reported and paid on form 990-T. In essence, the IRS requires tax on the income generated from the debt while the income from the IRA’s investment is not subject to tax.
Second, if your IRA is receiving income from a trade or business that does not pay corporate tax (income from a c-corp is exempt because they pay corporate tax). For example, if your IRA is a member/partner in an LLC that is a software company or a restaurant (or other operations business) then the income for your would be subject to UBIT tax.
Lenders for Real Estate
You may raise money from others who are lenders for real estate projects, so long as their investment is fully secured by a deed of trust in a first lien position. The laws vary by state in this area, but typically provide securities law exemptions for investments in real property that are properly secured.
Third, you may raise money from others in the form of private offerings, pursuant to Regulation D of the Securities and Exchange Commission. We have assisted numerous clients with private offerings (aka PPM) and they allow you to raise large sums of money from numerous investors without having to give them voting rights. You may retain control of the investment, but must do so pursuant to the SEC’s rules and regulations. A private offering involves numerous documents and filings with the SEC and State Securities Commissions, but provides an excellent mechanism to raise large sums of money. Private offerings must remain “private” in nature and you cannot make what are known as general solicitations to the public to attract investors.
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