What are 'Blue Sky' laws when it comes to syndication? - podcast episode cover

What are 'Blue Sky' laws when it comes to syndication?

Jan 20, 20224 minEp. 6
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Episode description

Tilden Moschetti, a syndication attorney with the Moschetti Law Group, explains the concept of blue sky laws in relation to syndications. These are state-specific laws that govern the sale of securities and investments within the jurisdiction of each state, separate from federal regulations.

If a syndication solely involves elements within the same state (e.g., property, syndicator, and investors all being in California), it usually only needs to be registered within that state, bypassing the SEC filing. However, this varies as each state has its own rules.

The situation becomes more complex if an out-of-state element is involved, such as an investor from a different state. In this case, one has to comply with both federal and state regulations, notifying the SEC and taking advantage of one of the exemptions, probably Regulation D, and then filing with the state authorities as well.

Moschetti concludes by offering his services to those needing help with syndications, be they related to real estate, capital for business, or setting up a cryptocurrency hedge fund.

Read more about Blue Sky Rules - What are Blue Sky Laws and how do they relate to Reg D?: https://www.moschettilaw.com/blue-sky-laws/

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Check out these Top Trending Blog Articles – 
1.) What is Reg D? The King of Securities Exceptions - https://www.moschettilaw.com/reg-d/
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3.) Private Placement Memorandums for Syndications and Funds - https://www.moschettilaw.com/private-placement-memorandum-attorney/
4.) Real Estate Syndication: Raising Investment Capital For Properties - https://www.moschettilaw.com/real-estate-syndication/

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Transcript

Tilden Moschetti

My name is Tilden Moschetti. I am a syndication attorney with the Moschetti Law Group. One question I oftentimes get from syndicators because it's so confusing is what exactly are blue sky laws? And how do they fit in with what I'm doing? One question that often confounds syndicators is what are blue sky laws? And how does it fit in with securities and my syndication? So great question. And it starts with the understanding that the United States is a nation that is federal, right? We are a federal nation. So meaning that we are a bunch of states that has a federal system on top of it. So the states are allowed to, to legislate for themselves and are allowed to control themselves until it gets to something that rises to a federal level, something that the federal government is concerned about. So if you have a syndication going on, where everything takes place within the same state, most of the time, that means and it depends, I say most of the time, because each state has its own rules. Most of the time, the states say you only need to register that with us. So for example, if you're in California, and you have the you're doing a syndication of real estate, and that real estate is in California, and you're in California, and every investor is domiciled in California, you can bypass the filing under the SEC and just file out under the local California Rules, same with taxes, etc. Where it becomes more complicated it let's take that same example in California, where you've got the property here, you've got your here, you've got investors here, but you also have March, who's an investor out of Florida, all of a sudden, now this is not all within California. So this is no longer applies under the blue sky laws. Exception to notifying the SEC, you now need to notify the SEC and take advantage of one of the exemptions. They're probably Regulation D and then do your state specific filings as well, you'll file with them in the state

of California. And Florida actually doesn't require a specific filing. But if it did, then you would file there as well. So that is how blue sky laws work. It's that overlay of the federal government over these blue sky laws that let the states in order control themselves without the interference of the SEC. If you need some help with your syndication, be it for real estate, you're an entrepreneur, you're raising some capital for your business, or you're putting together that new cryptocurrency hedge fund. Give us a call. My name is Tilden Moschetti. I am a syndication attorney or visit us online on at www.moschettilaw.com or if you need help just with your private placement memorandums, we've got you covered there to: ppm.moschettilaw.com.

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