Whether you are sending a PDF slide deck or posting a teaser on a 506(c) investor portal, you must include a “Forward-Looking Statements” disclaimer. This is your primary defense against claims that you “promised” an 8% return if the market turns south.
In 2026, the SEC has increased scrutiny on “target” returns in marketing materials, so your disclaimer should be prominent (not just tiny 6pt font at the bottom).
1. The Presentation Disclaimer (Slide Deck)
Place this on the second slide of your deck (right after the title page) and again in the footer of any “Pro Forma” or “Financial Highlights” slides.
INVESTMENT DISCLOSURES & RISK SUMMARY
Not an Offer: This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any such offer will be made only by means of a confidential Private Placement Memorandum (PPM).
Projected Returns: Any “Target Returns,” “8% Preferred Returns,” or “Projected Cash Flows” highlighted herein are forward-looking statements. These are based on current expectations and assumptions regarding the Michigan real estate market and property performance. Actual results may vary materially.
No Guarantee: Past performance is not indicative of future results. Real estate investments involve a high degree of risk, including the potential loss of the entire principal invested.
Accredited Investors Only: This offering is limited to “Accredited Investors” as defined by SEC Rule 501 of Regulation D.
2. The “Legend” for 506(c) Social Media/Ads
If you are using Rule 506(c) to publicly advertise (e.g., on LinkedIn or a website), you should include this shorter “Legend” on the advertisement itself:
“Securities offered pursuant to SEC Regulation D, Rule 506(c). Real estate investments are speculative, illiquid, and involve substantial risk. Projections are not guarantees of future performance. Verification of ‘Accredited Investor’ status is required prior to investment.”
3. Avoiding “The Guarantees”
When presenting your 8% Waterfall to investors, avoid using “certainty” language.
| Avoid Saying: | Instead, Say: |
|---|---|
| “We will pay an 8% return.” | “We target an 8% cumulative preferred return.” |
| “The property is worth $15M.” | “The estimated valuation is $15M based on current cap rates.” |
| “Safe/Guaranteed/No-Risk.” | “Structured with priority distributions to investors.” |
Summary Checklist for your Launch
Now that you have the full suite of documents drafted, here is your order of operations:
- Finalize the PPM, Operating Agreement, and Subscription Agreement.
- File Form ID with the SEC to get your EDGAR CIK codes (requires a notary).
- Set up your EFD Account for the Michigan state filing.
- Accept your first check.
- File the Form D on EDGAR within 15 days of that check.
- File the Michigan Notice on EFD within 15 days of that check.