Level 0 — small operating-member JVs where membership interests do not constitute “securities” under Howey + Williamson v. Tucker. Generates a JV Securities Analysis Memo and enhanced Member Joinder. Level 1 — F&F-style 506(b) with accredited investors and limited (≤35) sophisticated non-accredited investors; no general solicitation; generates a Risk Disclosure Letter rather than full PPM. Level 2 — Sophisticated 506(b) with full PPM; same investor limits as Level 1 but with formal PPM disclosure. Level 3 — 506(c) accredited-only with general solicitation permitted; requires reasonable steps to verify accredited status under Rule 506(c)(2)(ii).

Defines who can initiate an Additional Capital Contribution request.

Select all that apply; the Manager may invoke any combination at its discretion.

Manager-Managed is standard for institutional structures with passive investor Members. Board-Managed provides multi-Manager governance with director-style fiduciary structure.

If a Member, the Manager-Member retains a Member capital position separately from its Manager role.

Board acts by majority unless otherwise specified. Each Manager designated by a specified Member or Class.

Delaware permits broad elimination of fiduciary duties (except the implied covenant of good faith and fair dealing) under § 18-1101(c). Common in sponsor-led structures where the Manager has competing investment interests.

Decisions requiring approval beyond Manager-level authority. Threshold defaults to Majority in Interest but can be elevated per item.

If single principal at 100%, the Manager LLC will be drafted as single-member / disregarded.

Targeted Capital Accounts is the prevailing institutional approach: allocations are made to ensure that, on a hypothetical liquidation at book values, each Member’s Capital Account equals the amount it would receive under the distribution waterfall. PIPCA is the traditional safe harbor: liquidation distributions are made per positive Capital Account balances, requiring more rigid bookkeeping but providing clearer regulatory compliance.

Required under PIPCA unless QIO is invoked as alternative test under Reg. § 1.704-1(b)(2)(ii)(d). Full DRO carries economic risk; institutional LPs typically refuse to grant it.

These are mandatory under standard regulatory drafting. Uncheck only on advice of counsel.

Most multi-member real estate LLCs are partnerships. S-corp election limits flexibility on classes of stock (one class limitation) and is rarely appropriate for real estate.

Traditional: Ceiling rule limits allocation of book items to non-contributing Members to the extent of tax items; can leave non-contributors short. Curative: Permits offsetting allocations of other items to correct ceiling-rule distortions. Remedial: Permits notional allocations to overcome ceiling rule; recommended for institutional structures with substantial contributed property. Manager election preserves flexibility on a property-by-property basis.

§ 754 election permits the Company to adjust the inside basis of its assets upon transfer of an interest (§ 743) or distribution to a Member (§ 734). Mandatory under § 743 when a substantial built-in loss exists at the time of transfer.

Affects each Member’s share of nonrecourse debt for outside-basis and § 465 at-risk purposes, which in turn affects ability to deduct losses.

Required under the centralized partnership audit regime (Bipartisan Budget Act of 2015) for tax years beginning on or after January 1, 2018. The Partnership Representative has sole authority to bind the Company and all Members in IRS audit matters.

When the PR is an entity, a "Designated Individual" must be named per Reg. § 301.6223-1.

Push-out election shifts audit-year tax liability to the reviewed-year Members; without it, the Company pays an imputed underpayment that falls on current-year Members regardless of who held interests in the reviewed year.

Tax distributions ensure Members have cash to pay tax on phantom (allocated but not distributed) income. Mandatory provisions are standard in institutional structures.

Transfers to these categories are permitted without Member consent (subject to securities and tax compliance).

Required by most commercial real-estate lenders for entities holding financed property. Independent Manager structure adds bankruptcy-remote characteristics for securitized debt.

Restrictive covenants in operating agreements are enforceable in Delaware to the extent of reasonable scope. Note state-law constraints if any Member resides in CA (enforceability of non-competes), MA, NY, etc.

Level 0 — for very small operating-member joint ventures among pre-existing-relationship principals where counsel reasonably concludes (under Howey and Williamson) that the membership interests are not "investment contracts." No Reg D filing; supported by counsel-authored Securities Analysis Memorandum. Level 1 — small-circle 506(b) raise with accredited investors who have pre-existing substantive relationships with the sponsor; self-certification; Risk Disclosure Letter in lieu of full PPM. Level 2 — institutional-quality 506(b) raise with full Private Placement Memorandum, but still no general solicitation. Level 3 — 506(c) general solicitation permitted; full PPM; reasonable-steps verification of accredited status required (Rule 506(c)(2)(ii)). Form D filing required within 15 days of first sale for all of Levels 1–3.

Notice filings (typically Form D plus state form, with filing fee) are required in each state where an investor resides at the time of sale. Filing deadlines vary by state but most align with the federal 15-day Form D deadline. Generated Blue Sky notice template lists each state and applicable filing requirements.