Texas  |  Securities Law

Legal Question

Asked on: 4/26/02, 9:06 am

Is LLP's considered a Security

I wish to form a LLP in Texas whereby I only accept funds from sophisticated investors. Funds would be invested in higher yielding investment that is generally not available to ''smaller'' investors. Investors will have no say in how the money is invested.

Questions:

1) Do I need to register as a Reg D Rule 506 exemption?

2) Do I need to prepare a Private Offering Memorandum?

3) Can I raise an unlimited amount from an unlimited number of sophisticated investors?

4) The investment I am looking at is done in $10Million ''blocks'', do I need to form a new LLP for each, or can I just state that in my agreement that once $10M has been raised the oversubscribed investor would automatically be placed in the next block?

5) What documentation would I need to give the investor other than the original Agreement?

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