Private Placement Memorandum (23 Pages)

Please Note: this form is also offered in the Private Placement Forms package which includes Investor Suitability Questionnaire and Subscription Agreement.
This Form is a Private Placement Memorandum which is designed to be given to potential investors as they consider the merits of an investment. Since the investment is an investment in stock, and since it is being offered privately, there will not be any registration of the investment with the SEC. This means that all of the risks inherent in the investment must be presented to the potential investor in this document. The investor must represent that he/she has sufficient sophistication to understand this Memorandum and sufficient net worth to withstand the complete loss of the investment. It is important to complete the disclosure sections and business plan of this document with full financial information and any other information that may be relevant. One can never be criticized for providing too much information here – but can be severely punished for providing too little.
Note the references in the tax consequences section of the materials that it is intended that the corporation described herein will be taxed as an S corporation. This is not a requirement of any corporation, and this Form can be modified to address the tax consequences of the creation of a C corporation or an LLC or a partnership.
Author:
Steven G. Siegel is president of The Siegel Group, a Morristown, New Jersey - based national consulting firm specializing in tax consulting, estate planning and advising family business owners and entrepreneurs. Mr. Siegel holds a BS from Georgetown University, a JD from Harvard Law School and an LLM in Taxation from New York University.
He is the author of several books, including: Planning for An Aging Population; Business Entities: Start to Finish; Taxation of Divorce and Separation; Income Taxation of Estates and Trusts, Preparing the Audit-Proof Federal Estate Tax Return, Putting It Together: Planning Estates for $5 million and Less, Family Business Succession Planning, Business Acquisitions: Representing Buyers and Sellers in the Sale of a Business; Dynasty Trusts; Planning with Intentionally-Defective Grantor Trusts; The Federal Gift Tax: A Comprehensive Analysis; Charitable Remainder Trusts, Grantor Trust Planning: QPRTs, GRATs and SCINs, The Estate Planning Course, The Retirement Planning Course, Retirement Distributions: Estate and Tax Planning Strategies; The Estate Administration Course, Tax Strategies for Closely-Held Businesses, and Tort Litigation Settlements: Tax and Financial Issues.
Mr. Siegel has lectured extensively throughout the United States on tax, business and estate planning topics on behalf of numerous organizations, including National Law Foundation, AICPA, CCH, National Tax Institute, National Society of Accountants, and many others.  He has served as an adjunct professor of law at Seton Hall and Rutgers University law schools.
The Siegel Group provides consulting services to accountants, attorneys, financial planners and life insurance professionals to assist them with the tax, estate and business planning and compliance issues confronting their clients. Based in Morristown, New Jersey, the Group has provided services throughout the United States. The Siegel Group does not sell any products. It is an entirely fee-based organization.
Contact the Siegel Group through its president, Steven G. Siegel, e-mail: [email protected].