Most EB-5 offerings require a Private Placement Memorandum and specialized agreements. MSA ensures that the project is crafted to meet the needs of the client, often reorganizing the corporate structure.
We counsel our EB-5 entrepreneurs and executives at all stages of corporate development, beginning with selecting the appropriate type of entity: C corporation, S corporation, limited liability company, partnership or limited partnership, and thereafter with shareholders agreements, operating agreements, loan agreements, PPM’s etc.
MSA provides a complete USCIS and SEC compliant offering package that can be offered to EB-5 investors. We have extensive experience working with projects in a multitude of industries, including real estate (residential, commercial and mixed-use), PropTech, pharmaceutical, plastic recycling, restaurant franchises and many more. SEC-compliant project documents include a private placement memorandum, operating agreement, subscription agreement, escrow agreement, Matter of Ho compliant business plan, NCE to JCE loan agreements and regional center sponsorship agreement (if utilizing the Regional Center model).
We also have longstanding relationships with the best economists in the industry for excellent TEA letter and economic impact report generation. In addition to SEC compliant offering documents, we also put together your entire project set in accordance with the USCIS standards. This includes exhibit lists and an extensive project memo with a full set of all required documents to be.
USCIS requires all EB-5 projects to comply with a multitude of rules and guidelines that can be difficult to navigate. MSA has extensive experience in EB-5 compliance, including I-924A filings for regional centers and their projects, preparation of I-829 templates for EB-5 investors and their corresponding projects, and corporate structuring for the complex nature of the NCE and JCE investment structure. We advise projects on all aspects of expenditure, revenue and job creation aspects of day-to-day operations to ensure compliance with all USCIS requirements.
Additionally, MSA advises on legal issues arising out of the intricate balance between USCIS compliance and SEC compliance, including the use of funds and transfer of funds. With a decade of experience in advising projects on corporate compliance both as an EB-5 project and an SEC offering, MSA can advise even the most complex project on proper procedures for compliance with all implicated regulations.
Maintaining Compliance with USCIS Requirements begins at an early stage MSA handle all aspects of EB-5 Compliance including:
Most EB-5 investments fall under SEC regulations regarding private securities offerings and therefore must either be registered with the SEC or meet an exemption. Regulation D under the Securities Act provides a number of exemptions from the registration requirements, allowing EB-5 Projects to offer and sell their securities without having to register the offering with the SEC.
Projects that fall within the purview of Regulation D do not have to register their offering of securities with the SEC, but they must file what’s known as a Form D with the SEC. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and certain details about the offering. MSA provides project developers with guidance and assistance in complying with SEC regulations and registration requirements.