DOCUMENTOS CORPORATIVOS

EN USA

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Rodrigo Azpúrua

A real estate developer with special focus on office and hotel properties, Rodrigo Azpúrua has been responsible for the acquisition,

design, governmental approvals and construction of over 1.2 million square feet of commercial properties

throughout the State of Florida.

Valued at over a quarter billion dollars, the properties were financed with various capital structures. including domestic and

international equity investors, bank loans and private funds. His legal background has played a key role in the success of his company,

RIVIERA POINT DEVELOPMENT GROUP, which financed its latest projects through the federal EB-5 Visas Program, achieving a 100%

approval rate from the USCIS for each of them. 

Rodrigo holds the CCIM ® designation, a law degree and is a father of three sons aged 20,17 and 11.

Rodrigo and his wife Dania are are longtime community stewards involved in many philanthropic activities, including the St Jude’s

Hospital Research Foundation, Seeds of Life Foundation and Drogadictos Anonimos in Homestead.

 He is the author of the book “Real Estate Development and EB-5

Visas” published by Amazon and available in Apple’s ibook store, and is also a regular speaker and consultant on the subject. He has

spoken for a wide range of audiences in locations including Caracas, Buenos Aires, Quito, Shanghai, Shenzhen, Hong Kong and many

others. Frequently quoted on EB-5 trends in media, he has appeared on CNN, Fox News, in the Miami Herald and Sun Sentinel, among

others. 

Clifton StrengthsFinder® Top Seven Strengths: Strategic, Learner, Activator, Intellection, Maximizer, Achiever, Responsibility.

Español e Inglés para que se familiarize con los términos

No es un “legal advice”

xxManager/

Representante Legal

Investor Asset/Activos

Operating Agreemen

t

INTRO

As an entrepreneur, one of the important decisions you must make is what type of legal entity to create for your business.

Two common structures that offer owners protection from personal liability in business dealings are:

• Limited Liability Company (LLC) and• CORPORATION

LLC

A limited liability company (LLC) is a corporate structure whereby the members of the company cannot be held personally liable for the company's debts or liabilities. Limited liability companies are essentially hybrid entities that combine the characteristics of a corporation and a partnership or sole proprietorship.

Sociedad de responsabilidad limitada, negocio o compañía organizada de tal manera que sus dueños y accionistas no son personalmente responsables por las deudas u otras responsabilidades (como daños por juicios)

Corp

A corporation is a legal entity that is separate and distinct from its owners. Corporations enjoy most of the rights and responsibilities that an individual possesses; that is, a corporation has the right to enter into contracts, loan and borrow money, sue and be sued, hire employees, own assets and pay taxes. It is often referred to as a "legal person."

Es un contrato plurilateral de organización creado por el legislador como medio de concentrar capitales para la realización de una actividad de carácter económico y a través del cual sus otorgantes disponen de un complejo de normas estructurales y funcionales destinadas a regular permanentemente las relaciones emergentes del negocio jurídico constitutivo.

Preguntas y Mitos

NEW FLORIDA, LLC

Operating Agreement

Manager

Asset

Investor

Ejemplo Genérico

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Syndication

Mas de US

$250,000,000 desde el 2002

Lake MaryWorking for others

Lake MaryWorking for others

Boca RatonWorking for others

WellingtonWorking for others

Proyectos 2014

PROYECTOS 2015

PROYECTOS 2016

Enero 2017

Creation

Corporation

The creation of a corporation generally requires you to file articles of incorporation. The articles requires: • the name of the business, • its address, • the type of operations you will conduct, • and the name and address of the registered agent and incorporators.

Only corporate structures may include the term “Inc.” after the business name, which indicates to the public that the business is a corporation.

Must be filed at: Florida Department of State

Division of Corporationhttp://www.sunbiz.org

Creation

• Limited Liability Companies LLCs must file a certificate of organization that includes:

• the name of the business, • the principal office address • and the name and address of an agent who may receive legal service

of process on behalf of the LLC. • LLCs generally must include some wording in the name to indicate the

structure, such as "LLC" or "Limited Liability Company."

NEW FLORIDA, LLC Manager

Certificate of organization

Taxation

Corporations must adhere to all federal corporate tax requirements.

TAX IDENTIFICATION NUMBER (TIN)EIN Employer Identification NumberFEIN Federal Employer Identification Number

NEW FLORIDA, LLC Manager

Certificate of organization TAX IDENTIFICATION NUMBER (TIN)EIN Employer Identification NumberFEIN Federal Employer Identification Number

Ownership Interest

The owners of a corporation hold

stock certificates or sharesin the company. Generally, shareholders of the corporation have the

right to vote in board of director elections, on resolutions to dissolve

the company and on other matters that require fundamental changes

to the corporation.

In contrast, the owners of an LLC do not receive a share of stock in

the company. Needs to sign a Subscription Agreement.

Become Members.

LLC

Members Share Holder

CORP

Taxation

CORPORATIONS: These include the filing of an annual IRS Form 1120 and the prompt payment of income tax on all business earnings.

Limited Liability Companies are tax report entity, members pay taxes.The first quarter of the year the Managing member will file an informational 1065 form with the IRS reporting the results of the operation of the previous year.Each member will receive a Schedule K-1 form who then report its share of income on their own tax report.

LLC

Members Share Holder

CORPTaxes are paid here

Taxes are paid here

LLC

Documents that conform and LLC

• Certificate of Organization

• Operating Agreement

• Subscription Agreement

• If a private offering is made will also include a PPM. Private Placement Memorandum

NEW FLORIDA, LLC

Operating Agreement

Manager

Asset

Investor

Subscription Agreement

OPERATING AGREEMEN

TAn Operating Agreement is an agreement among limited liability company ("LLC") members governing the LLC's business, and members' financial and managerial rights and duties.[

Operating Agreement defines:• each member or manager's rights, powers, and entitlements.• Capital accounts, • Membership interest,• Distributions of profit and allocated tax responsibility, etc. • This internal document is an agreement set by the company

members that contains provisions for critical items and rules that run the company. Operating agreements can be amended at any time by the company members or managers.

Enero 2017

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MIAMI RIVER POINT HOTEL,

LLCManager Riviera Point

VISAS EB-5

EJEMPLO

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MIAMI RIVER POINT HOTEL,

LLC

VISAS EB-5

Operating Agreement

• Prioridad de Pagos• Orden de Distribución• Derechos del Member• Protección legal

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Track Record

Over 164 Green Cards

Have been Issued to

our Clients since 2012

ESTAREMOS EN:

Fecha Ciudad Hotel

Octubre 4 Caracas Tamanaco

Octubre 6 Maracaibo Intercontinental

Octubre 4 Bogota Nh Collection Teleport

Octubre 18 Quito JW Marriott

Octubre 20 Guayaquil Hilton Colon

INTERESADOS EN PERSEGUIR ESTA

OPORTUNIDAD

• CONTACTAR RODRIGO AZPURUAinfo@rivierapmo.com

• REGISTRARSE PARA CITAS PERSONALES• DISCLAIMER: Opinions expressed herein may differ from the opinions expressed by other businesses or affiliates of Miami Agora, and are not intended to

be forecast of future events, a guarantee of future results or real estate market patterns and are subject to change based on market or other conditions. This document is merely to present information and discussion on topics of interest to real estate professionals and investors. The information contained here in is not intended to be comprehensive discussion of the strategies or concepts mentioned. Nor is any information or data discussed intended as tax, investment

or legal advice. In pursuing any concept or idea presented, you should rely on your own due diligence and on your own attorneys, accountant and other professionals to determine if such ideas or concepts are appropriate for you. Although information herein has been obtained form sources believed to be

reliable, Miami Agora and/or Rodrigo Azpurua and its affiliate do not guarantee its accuracy or completeness and accept no liability for any direct or consequential losses arising from its use. Solid Realty and/or Rodrigo Azpurua assume no responsibility for any errors, omission, or damages arising from use

of information contained here in and the attached documentation.

Riviera Point Development Group

Twitter: @rivierapoint

@rivierapoint

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www.rivierapmo.com

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