b'itsrequired)andwillsimplydraftanoperatingagreementorlimited partnershipagreement,thinkingitssufficient.Iveactuallyhadseveral commercialrealestateattorneystellmeOh,wejustdraftlimited partnership agreements.If you offer interests in your company to passive investors, you are offeringinvestmentcontracts,whicharesecurities.Whenyouoffer securities to passive investors without the required securities compliance, itsatyourperil,becauseyouaretheonewhowillhavetoanswerto securities regulators if you havent followed securities lawseven if your realestateattorneydidntadviseyoutodoso.Whileyoumayhavea malpractice claim against your real estate attorney, it may be difficult and expensive for you to pursue, and in the meantime, you may have been the subject of a securities investigation, which could ruin your reputation and your ability to raise capital for future offerings.Think of this like hiring a doctor; you wouldnt hire a foot doctor to perform brain surgery on your kid, right? The legal and medical professions are both highly specialized, so make sure you are hiring an attorney with the right expertise before you proceed.How can you tell if they have the right experience? Ask how many securities offerings they write every month? Ask how many they have done in their career? If they are vague about the pricing or how long it will take. This may be an indication that they dont do it much, as someone who does it a lot should have a very good idea of what it will cost and how long it will take. No-one likes surprises or uncertainty about legal fees or timing.23'