The Fund Flow Micro-Fund Wizard guides you through a 9-step process to produce SEC-compliant offering documents for a real estate syndication. Each completed step feeds a document generation engine that produces a Private Placement Memorandum (PPM), Operating Agreement, and Subscription Agreement.
Note
Syndication document generation is a one-time add-on priced at $6,500 per offering, available on the Standard and Professional plans. Free plan operators must upgrade before launching the wizard.
Reg D 506(b) vs. 506(c)
Choose your exemption type on the first screen. This selection affects who you can solicit and how you verify investor accreditation.
Feature
506(b)
506(c)
General solicitation
Prohibited
Allowed (ads, social media, etc.)
Non-accredited investors
Up to 35 sophisticated investors
Not permitted
Accreditation verification
Self-certification acceptable
Third-party verification required
Typical use case
Warm networks, existing LP list
Broad public capital raises
Tip
When in doubt, choose 506(b). It gives you flexibility to include up to 35 non-accredited sophisticated investors and imposes fewer verification burdens on existing relationships.
The 9-Step Wizard
Step 1 — Company Information
Enter the legal entity details for the fund vehicle:
Entity Name — The LLC or LP that will hold the offering (e.g., "123 Main St Holdings LLC")
State of Formation — Governs the Operating Agreement template
Principal Office Address — Physical mailing address for the entity
EIN — Federal Employer Identification Number (leave blank if not yet obtained)
Step 2 — Manager & Principals
Provide background for all General Partners and managers. This information populates the Management Experience section of the PPM.
For each principal:
Full legal name and title
Years of real estate experience
Notable past transactions (deal name, asset type, outcome)
Disclosure of any past litigation, bankruptcy, or SEC enforcement (required by law)
Material misstatements or omissions in the principals section create significant legal liability. Consult legal counsel before finalizing this section.
Step 3 — Property Details
Describe the target asset or assets:
Property Address — Auto-completes with geocoding
Asset Type — Multi-family, Industrial, Retail, Mixed-Use, etc.
Current Occupancy Rate — Percentage of occupied units or square footage
Purchase Price and Estimated ARV (if value-add)
Business Plan — Stabilization, repositioning, ground-up development, etc.
Step 4 — Offering Terms
Define the economic structure of the fund:
Total Raise Amount — Target equity to be raised from LPs
Offering Period — Number of days the offering remains open
Closing Type — Rolling close (admit LPs as funds arrive) or single hard close
Step 5 — Waterfall Structure
Configure how profits are distributed after the preferred return is paid:
Return of Capital — LPs receive their original investment back first
Preferred Return Catch-up — Accrued preferred return is paid in full
GP Catch-up (optional) — GP receives a percentage until split reaches target ratio
Residual Split — Remaining profits split between GP and LP (e.g., 30% / 70%)
The wizard renders a visual waterfall diagram as you configure each tier. Review it carefully — this structure is locked into the Operating Agreement.
Step 6 — Fees
Disclose all compensation to the GP. Each fee type includes a plain-language description that appears in the PPM:
Fee Type
Typical Range
Description
Acquisition Fee
1–3% of purchase
One-time fee at close
Asset Management Fee
1–2% of equity
Annual fee for ongoing management
Disposition Fee
1–2% of sale
One-time fee upon asset sale
Construction Mgmt
5–10% of budget
Oversight of renovation or development work
Loan Origination
0.5–1% of loan
If GP arranges debt financing
Note
All disclosed fees automatically populate the Compensation of Management section of the PPM. Undisclosed fees are a common SEC enforcement target — disclose everything.
Step 7 — Sources & Uses
Provide a complete capital stack showing where money comes from and how it will be spent:
The sources total must equal the uses total before you can advance to the next step.
Step 8 — Risk Factors
Select applicable risk factors from the Fund Flow library. The system pre-selects standard real estate risks (market risk, liquidity risk, leverage risk, construction risk) and adds asset-specific risks based on your Step 3 inputs.
You can:
Add risks from the library by keyword search
Edit the language of any selected risk
Add custom risks not in the library
Tip
Be thorough here. Courts and regulators evaluate whether risk factors were materially complete. Adding more risks does not hurt your raise — sophisticated investors expect comprehensive disclosure.
Step 9 — Review & Generate
A read-only summary displays all inputs from each step. Use the Edit button next to any section to jump back and correct values.
When satisfied, click Generate Documents. The system produces:
Private Placement Memorandum (PPM) — full disclosure document (~40–60 pages)
Operating Agreement — governance and distribution mechanics
Subscription Agreement — investor commitment and representation letter
Documents are delivered as editable Word files (.docx) plus a PDF preview. You are responsible for legal review before distribution to investors.
Fund Flow generates template-based documents. These are NOT a substitute for review by a securities attorney licensed in your state. SEC Rule 506 requires that a reasonable investor would have access to all material information.
After Generation
Once documents are generated:
Download and send to your securities attorney for review.
File Form D with the SEC within 15 days of the first sale. This is your responsibility — Fund Flow does not file on your behalf.
Check state Blue Sky filing requirements — many states require additional notice filings.
Upload the final attorney-reviewed PPM to the associated Deal in Fund Flow to share with investors through the investor portal.
Frequently Asked Questions
Can I generate documents for multiple properties in one offering?
Yes — Step 3 supports multiple property entries. Describe each asset and the PPM will include a consolidated portfolio section.
What if I need to amend the PPM after generation?
Download the .docx file and edit it directly, or re-run the wizard from the step that changed. Amendments require a new document generation charge if material changes are made.
Can I use the 506(c) exemption and still have a minimum investment below $50,000?
Yes — the minimum investment amount is not regulated by Reg D. However, 506(c) requires you to independently verify that every investor is accredited.
Does Fund Flow store investor subscription agreements?
Yes — completed subscription agreements signed through the investor portal are stored in the document vault and linked to the investor's commitment record.
Creating a Syndication (Micro-Fund Wizard) | Fund Flow Docs | Fund Flow
