Demystifying Fund Structuring & Capital Raising with Andrew Doup of SyndicationCounsel
In the dynamic world of private equity and real estate syndications, one name that consistently stands out is Andrew Doup, founder of SyndicationCounsel. In a recent sit-down with RevGen Consulting, Andrew shared his deep insights on how first-time fund managers and real estate syndicators can successfully structure funds and raise capital—with confidence and compliance.
About Andrew Doup’s Professional Background
Andrew’s journey into the private market space is a personal one. Growing up, his household—like 85% of American families—had no access to alternative investments due to SEC’s accreditation standards. It wasn’t until law school that Andrew uncovered the massive potential of private markets—an arena even larger than public ones. Since then, he has built a career helping entrepreneurs turn bold visions into reality through smart, compliant fundraising.
“Entrepreneurs have the sweat equity, drive, and vision—they just need the right partners,” Andrew explains. “I help them build that bridge.”
Common Mistakes First-Time Fund Managers Make
From real estate developers to company founders, Andrew sees a wide range of clients. But one recurring mistake? A lack of a clear investment thesis.
Too many new fund managers chase the idea of raising large amounts without defining exactly how the capital will be used. Investors want to know: What’s the plan? What are the assets? What’s the expected return?
“Without a vector, all that thrust goes nowhere,” Andrew says.
How Much Should You Raise? It Depends.
Andrew has helped clients raise anywhere from six figures to 10 figures. The key isn’t the amount—it’s the clarity.
• Know what your project needs
• Don’t over-raise
• Back up your ask with a solid business plan
• Understand offering and organizational expenses (legal, accounting, marketing, etc.)
Timing Matters: The 12-Month Rule
From a compliance standpoint, most capital is raised under Regulation D—specifically Rule 506B or 506C. While there’s no legal cap under these exemptions, Andrew warns fundraisers not to let their timeline stretch too long.
“Once you pass the 12-month mark from your first investor, valuation conflicts start to surface.”
Start Smart: Use a Term Sheet First
Instead of jumping head-first into costly legal structures, Andrew recommends drafting a 1-2 page term sheet. Use it to test investor interest and secure verbal commitments. It’s a powerful, low-cost way to validate your offer and refine your thesis.
Don’t Ignore Marketing
Here’s a surprising truth: Until 2013, advertising private placements was illegal. Even now, most sponsors underutilize marketing—even though Rule 506C now allows it.
Andrew urges new syndicators to:
● Cast a wider net
● Go beyond friends and family
● Partner with marketing professionals experienced in exempt offerings
“Millennials and Gen Z want Main Street over Wall Street. But they can’t invest in you if they can’t find you.”
Compliance Is Key
Andrew constantly sees SEC fraud cases that stem from simple oversights. His message is clear: don’t wait to involve securities counsel. “The worst-case scenario is you spend on compliance but never close a deal. Let’s avoid that.”
Final Words of Wisdom
If you’re a first-time fund sponsor or real estate syndicator:
● Be crystal clear about your goals
● Invest in professional guidance
● Start with a term sheet
● Embrace marketing
● Respect compliance regulations
Connect with Andrew by visiting: https://www.syndicationcounsel.com/
And if you want in-depth updates on securities laws, fundraising tips, and investor strategies, sign up for Andrew’s newsletter—it’s a must-read for every serious entrepreneur.