Private Placement of Securities San Diego

Private Placement of Securities San Diego Summary

Using a private placement of securities to raise capital is an essential part of starting or growing a business. Funding from a private placement of securities, as opposed to a bank loan, including a loan underwritten by the United States Small business Administration, may be to easier to secure and not subject to the personal credit scores of the business promoters, founders, or shareholders.


Private Placement Questions?

Send us an Email or call us at 858.483.9200

sproles

Michael J. Leonard helped us obtain our 501(c)(3), created our bylaws, and completed all of the necessary forms to establish a tax exempt status for our non-profit foundation. He was professional, quick, and great to work with. Mr. Leonard is also very connected in the community and has referred us to useful contacts.

Michel Sproles, Sproles Empowered Youth

FO

My experience working with San Diego Corporate Law has been nothing short of excellent. Michael Leonard is a tremendous asset, and provided us much needed assistance when forming our insurance agency. He assisted with the formation of our corporation, buy / sell agreement, company bylaws, minutes, and stock certificates. Michael is an utmost professional that I would refer to any friend or client.

Michael Fusco, Fusco & Orsini Insurance Services, Inc.

gwr

Michael J. Leonard at San Diego Corporate Law has provided GWR valuable assistance and professional advice. As a San Diego based high tech equipment manufacturer, we appreciate that we never have to waste his or our time explaining the engineering or scientific details of our situation as his strong, hands on physics and engineering background is invaluable. We are well protected with Mike looking out for our interests.

Richard Reineman, GWR Instruments, Inc.

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In 2009 San Diego Corporate Law converted my Sole Propriety Engineering Company into a “S” Corporation. My experience was painless and Mr. Leonard has done an excellent job staying in contact and continues to be a great advisor. San Diego Corporate Law comes highly recommended.

Curtis Patterson, P.E., Patterson Engineering, Inc.

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Michael J. Leonard at San Diego Corporate Law is not your typical attorney experience. Michael puts his full attention into understanding your needs and provides the best solution to meet your goals. I highly recommend San Diego Corporate Law to any of my friends and associates.

Jeff A. Mudd, Best-Rate Repair Company, Inc.

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Working with San Diego Corporate Law made dealing with all the paper work of incorporating and setting up my business a dream! Michael is the ultimate professional and knows corporate law inside and out! San Diego Corporate Law is always available to answer questions, assist me with follow up items, and be my go-to and support team.

Elloise Bennett, AP Test Service, LLC

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Mr. Leonard is competent, dependable, and gets the work done on time and within budget. He is very responsible to his customers. We would recommend him to anyone that requires a true professional.

Lidija Skolnija, anaZana, Inc.

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I was recommended to Michael to help me set up a new corporation I was starting. The advice he gave me was great, and I eventually hired his services to create the agreements and contracts between myself and my business partner. Throughout the process he guided me and asked very detailed questions. I felt that he had my back and my best interest at heart. Looking back now, the contracts he wrote have saved me close to $40,000 in money that I would have otherwise had to pay. Thank you Michael. Everyone should follow your standards.

Jason Delfos, Marketing and Advertising Design Group, LLC

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We hired San Diego Corporate Law to help us establish our business in San Diego. In the initial stages of setting up our business and transitioning to California, we were frequently out of town. During this time, Michael answered questions promptly and thoroughly by phone and email. He went above and beyond to keep us on deadline for our aggressive schedule. I would not hesitate to recommend San Diego Corporate Law to another business owner.

Alicia Sorber-Gallegos, Two Men and a Truck

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Having no prior experience with business law, I approached Michael to help me set up an LLC for my new company and help me review my legal disclaimers. Michael was very straightforward, honest and helpful. He took the time to explain every detail and answer all of my questions. His work was very diligent and completed exactly by the deadline promised. Michael and San Diego Corporate Law hold my highest recommendation!

Anton Ivanov, Dreams Cash True

clean-usa-power

Michael J. Leonard helped me configure my business entities into a solid investment vehicle. He is very professional, knowledgeable, easy to reach and timely. San Diego Corporate Law produced a unique and informative Private Placement Memorandum (PPM) for my business for less than half the cost other law firms were charging. I expect to use the PPM and San Diego Corporate Law for many years. I recommend Michael because of his efficient, hands on, practical approach to legal work in a time of dramatic changes with securities laws (JOBS Act).

John Copyak, Clean USA Power, Inc.

MGIV

San Diego Corporate Law helped me set up MGIV Inc and get established as an S-corp in 2013. I was a one man show and didn’t have a substantial amount of money to spend to get started. I was in the process of filing for a LLC through Legalzoom.com when something didn’t feel right. I picked up the phone and asked Michael if he was available to help. This was my first business so I knew nothing about filing for a corporation or legally establishing a business. Using his knowledge and expertise he coached me toward filing for an S-corp instead of an LLC. It saved the corporation $800 in 2013 and positioned it for success based on the MGIV Communication Consulting model. I find comfort knowing that my business is in good hands. Michael is a great resource and very personable so working with him is convenient and affordable! I recommend San Diego Corporate Law to anyone needing legal assistance with their business!

Michael Gordon IV, MGIV, Inc.

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When I needed to move my business from an office suite to a brick and mortar location, San Diego Corporate Law was instrumental in ensuring that the lease provisions were in my best interests. The specialized skills that Michael and his team possess, the fair and transparent fee structure, and their professional yet low pressure consultation process are the reasons why I will retain their services in the future.

Scott Weathers, Alpha Graphics La Jolla

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Michael J. Leonard at San Diego Corporate Law not only helped us establish our small business in San Diego, but he helped us to solidify our partnership to avoid any gray areas as we are a family-run business. Michael was easy to work with, knowledgeable, responsive, and professional, and we will continue to use him as our company lawyer moving forward.

Karen Posner, Camp Run-A-Mutt Sorrento Valley

kamo1

I have nothing but compliments to say about San Diego Corporate Law. Michael and his team have always delivered not only an extremely high level of service, but also have been so patient through the whole process of setting up our LLC. Whenever I have questions or need their service, they are very easy to communicate with and very reasonably priced. I will not only use them for any legal advice that I may need in the future, but also refer all the people that may also need their services.

Andrey Kamogari, Kamo Housing

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Michael assisted us with the process of incorporating our non-profit organization. Michael was responsive to all of our questions, and sensitive to the expedited timelines that we encountered. Among the best aspects we experienced in working with Michael was his appreciation for our specific goals and his candid and honest guidance to accomplish those objectives. I would highly recommend Michael Leonard and San Diego Corporate Law.

Esther Hemmen, Mending Matters

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San Diego Corporate Law has been a crucial partner for Little Black Diamond. Whether it’s routine incorporation paperwork or complex employment law, Michael is always very responsive and available to help handle our legal issues. He takes the time to understand your business and the unique issues that surround it in order to provide accurate and timely advice that considers the best interest of your business. San Diego Corporate Law is a true partner for any business.

Adam Rosenberg, Little Black Diamond, LLC

California Private Placement of Securities San Diego Details

Regulation D Private Placement

A private placement of securities under Regulation D is the most common way for entrepreneurs to raise capital from the sale of securities. A regulation D private placement of securities allows a corporation, LLC, or limited partnership to offer equity or debt securities for sale without adhering to the complicated and expensive registration requirements of the Securities Act of 1933.

Equity Offering

Equity instruments include shares of stock in corporations or s-corporations, LLC membership interests, or limited partnership interests. The selling of an equity instrument through a private placement of securities transfers a partial ownership in the business to the investor who buys the equity instrument. The purchasers of equity instruments sold through a private placement of securities are interested in obtaining these ownership interests with the expectation that profits will be distributed pro rata based upon ownership and in hopes that the business will grow. Investors may also expect to receive the right to vote on business matters or regularly receive financial statements and other reports of business disposition.

Debt Offering

Debt instruments include bonds, debentures, and other obligations of a business. Debt instruments sold through a private placement of securities are essentially loans to the business from the investor instrument from the business. As with any loan, the investors who loan money to a business by buying debt instruments through a private placement of securities will expect an offering to specify the interest rate to be paid on the instrument, the dates on which interest will be paid, and when the principle will be repaid to the investor by the business. Issuing debt instruments through a private placement of securities can be very difficult for start-up businesses or businesses with less than extraordinary financial prospects and history.

Private Placement Memorandum

To meet the requirement of Regulation D, an issuer may be required to make extensive disclosures regarding the offering, including disclosure of the nature, character and risks of investing in the offering. This disclosure document is referred to as a private placement memorandum, offering memorandum, offering circular, or PPM. The information disclosure is provided by the issuer for distribution to prospective investors. The private placement memorandum is not a sales pitch promoting the private placement of securities, but rather is a document outlining the most foreseeable investment risks of the private placement of securities.

Private placements of securities are exempt from the registration provisions of the Securities Act of 1933, however the anti-fraud provisions of the Securities Act of 1933 are never exempted. Therefore, a private placement memorandum should never be materially misleading, as the issuer may be subject to monetary penalties and even imprisonment.


Private Placement Questions?

Send us an Email or call us at 858.483.9200