506(b) PPM Equity LLC

This attorney-prepared 506(b) Private Placement Memorandum sample (PPM) is designed for a Regulation D preferred equity offering featuring two classes of membership shares—Class A preferred units priced at $30,000 per unit. This document was used in a successful $3 million capital raise and is ideal for founders, fund managers, business owners, and attorneys seeking a proven framework for raising private capital without public solicitation.

Structured under Rule 506(b) of Regulation D and compliant with Section 3(c)(1) of the Investment Company Act of 1940, this PPM supports private offerings to accredited investors through pre-existing relationships. It includes detailed sections on offering terms, share class structure, risk disclosures, use of proceeds, and investor eligibility.

Private placement memorandum sample for raising growth capital for a company, or preparing a private placement for a client, this template delivers a fully customizable and professional-grade solution. Insert your business plan (with an included sample for reference), update names and key terms, and have your legal counsel review the document for compliance with state and federal securities laws.

The package also includes a Subscription Agreement and Investor Questionnaire, helping you present a complete, investor-ready offering while saving $10,000–$40,000 in legal and document drafting fees. This is a go-to resource for entrepreneurs, advisors, and legal professionals navigating complex private offerings with confidence.

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506(b) Highlights:

• Regulation Rule 506(b)
• Can be used in all U.S. States
• No General Advertising or Solicitation
• Accredited Investors and up to 35 non-accredited investors
• Raise any amount of capital
• Form D Filing within 15 days after receiving first investment
• Used by LLCs, LPs, S Corps, C Corps, Hedge Funds, Real Estate Funds, Private Equity

Included:

• Operating agreement (Word-19 pages)
• PPM template (Word-43 pages)
• Investor questionnaire (Word)
• Subscription Agreement (Word)
• US state legends (51 states)
• Write a business plan template
• Basic financial projections (excel)
• PPM distribution list (excel)
• Use of proceeds & ownership (excel)
• AML/Patriot Act Certification Letter (Word/Pdf)
• Sample SEC Form D
• Sample Form U-2 Securities Registration Form

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