A Roadmap for Commercial Real Estate Syndications, Part 2

Last week I covered the first ten steps to creating your own investment groups for commercial real estate acquisitions. I was able to take the process right up to the acquisition of the property and I’ll cover the balance of the process here. The focus of these articles has been on acquiring existing real property rather than on development. Certain additional steps need to be taken in the case of new construction to avoid running afoul of state and federal securities laws.

Here are the remaining ten steps you need to take to make sure that you have a successful real estate investment syndication:

11. Each of the members of the LLC (as individuals) has to sign a Property Management Agreement that employs the Syndicator as the day to day manager of the commercial property investment. This is a key aspect of keeping the IRS happy with regard to protecting your future 1031 exchange privileges and for the proper tax treatment of the LLC as a whole.

12. When the LLC is completely funded, the Syndicator needs to complete the purchase of property. If necessary, the Syndicator signs loan documents for a new loan or the assumption of an existing one. Members with significant ownership percentages of the LLC will also have to sign on the loan.

13. The Syndicator then files the Articles of Organization (LLC-1) with the state in which the LLC is formed and any formal registration documents if the property is in a different state.

14. The Syndicator now assigns his right to purchase the property to the LLC in an amendment to escrow prior to the close. This right is what the Syndicator exchanges for his portion of ownership in the LLC. The property will now vest in the name of the LLC and the Syndicator gets his ownership percentage.

15. The down payment and closing costs for the transaction are funded into escrow from the LLC members’ contributions.

16. Escrow closes and the LLC takes possession of the property.

17. The Syndicator now sends copies of the closing documents to all of the members of the LLC, along with any other organizational documents that may not already be in their possession.

18. The Syndicator now steps into the role of manager. He files a LLC-12 (Statement of Information) with the state within 90 days of the filing of the LLC-1. He’ll do this every 24 months until the LLC is canceled. The LLC-12 names the manager, the address of the LLC, and the Agent for Service of Process.

19. The Syndicator now operates the property on behalf of the LLC. He maintains it, prepares regular operating reports, and distributes earnings to the members according to the provisions of the Operating Agreement.

20. When it’s finally time to liquidate the property, the Syndicator will manage the sales process: Hires the broker or represents the LLC himself, negotiates the offers, and provides the disclosures and reports once the property is in escrow. At the close of escrow, he’ll also make final distributions to the members and wind down the operations of the LLC.

One of the things you may have picked up from this process is that there would be advantages to the Syndicator if he had a real estate license in the state in which he was making acquisitions. As you might expect, he’d be able to earn commissions on the purchase and sale of the property and would also have a great legal standing with regard to collecting fees for its management. What you might not realize is that he’d also be able to obtain Errors and Omissions insurance to protect him in the event something was overlooked in the obviously complicated investment process. While not a requirement, it is something to bear in mind if you intend to do a lot of these.

Hopefully, you have a clearer picture of the process of forming investment groups for commercial real estate. It isn’t easy, but it is straight forward and very lucrative to those who take the time to become good at it.